UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2024

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ____________ to
_____________

 Commission File No. 001-41612

 (Exact name of registrant as specified in its charter)

 Nevada

 88-1293236

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 100 Crescent Ct, 7th Floor, Dallas, TX

 75201

 (Address of principal executive offices)

 (Zip Code)

 (214) 459-3117

 (Registrant's telephone number, including area code)

 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 B Common Stock, $0.0001 par value per share

 ASST

 The NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant 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.

 Indicate by check mark whether the
registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes No

 As of June 28, 2024 (the last business day of
the registrant's most recently completed second fiscal quarter), the aggregate market value of the registrant's shares of
Class B Common Stock, $0.0001 par value per share ("Class B Common Stock"), held by non-affiliates (based upon the closing
price of such shares as reported on The Nasdaq Stock Market LLC) was $ 2,288,866.66. Shares held by each executive officer and director
and by each person who owned more than 10% of the outstanding shares of Class B Common Stock have been excluded from the calculation in
that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.

 As of March 25, 2025, there were a total of 1,000,000
shares of the registrant's Class A Common Stock, $0.0001 par value per share, outstanding and 13,413,162 shares of the registrant's
Class B Common Stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Asset Entities Inc.

 Annual Report on Form 10-K

 Year Ended December 31, 2024

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 Signatures

 i

 INTRODUCTORY NOTES

 Use of Terms

 Except as otherwise indicated by the context and
for the purposes of this Annual Report on Form 10-K (this "Annual Report") only, references in this Annual Report to "we,"
"us," "our," the "Company," "Asset Entities," and "our company" are to Asset
Entities Inc., a Nevada corporation. "Class A Common Stock" refers to the Company's Class A Common Stock, $0.0001 par
value per share. "Class B Common Stock" refers to the Company's Class B Common Stock, $0.0001 par value per share. "Series
A Preferred Stock" refers to the Company's Series A Convertible Preferred Stock, $0.0001 par value per share.
Unless otherwise noted, the share and per share information in this report have been adjusted to give effect to the one-for-five (1-for-5)
reverse stock split of the authorized and issued and outstanding Class A Common Stock and the authorized and issued and outstanding Class
B Common Stock, which became effective as of 5:00 p.m. Eastern Time on July 1, 2024.

 Note Regarding Trademarks,
Trade Names and Service Marks

 We use various trademarks, trade names and service
marks in our business, including "AE 360 DDM", "Asset Entities Where Assets Are Created", "SiN", "Social
Influencer Network", Ternary D, OptionsSwing, and associated marks. For convenience, we may not include the SM, or
 symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the
fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this Annual Report are the property of
their respective owners.

 Note Regarding Industry and Market Data

 We are responsible for the information contained
in this Annual Report. This report includes industry data and forecasts that we obtained from industry publications and surveys as well
as public filings and internal company sources. Industry publications, surveys and forecasts generally state that the information contained
therein has been obtained from sources believed to be reliable. Statements as to our ranking, market position and market estimates are
based on third-party forecasts, management's estimates and assumptions about our markets and our internal research. We have not
independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those
sources. While we believe that all such information contained in this Annual Report is accurate and complete, nonetheless such data involve
uncertainties and risks, including risks from errors, and is subject to change based on various factors, including those discussed under
Item 1A. "Risk Factors " and " Cautionary Note Regarding Forward-Looking Statements " below.

 Cautionary Note Regarding Forward-Looking Statements

 This report contains forward-looking statements
that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than
statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance
and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 our ability to introduce new products and services;

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

 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;

 ii

 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; and

 relevant government policies and regulations relating to our industry.

 In some cases, you can identify forward-looking
statements by terms such as "may," "could," "will," "should," "would," "expect,"
"plan," "intend," "anticipate," "believe," "estimate," "predict,"
"potential," "project" or "continue" or the negative of these terms or other comparable terminology.
These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results.
Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item
1A. " Risk Factors " and elsewhere in this Annual Report. If one or more of these risks or uncertainties occur, or if
our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the
forward-looking statements. No forward-looking statement is a guarantee of future performance.

 In addition, statements that "we believe"
and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available
to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information
may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to
unduly rely upon these statements.

 The forward-looking statements made in this Annual
Report relate only to events or information as of the date on which the statements are made in this Annual Report. Except as expressly
required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, changed circumstances or any other reason.

 Summary of Risk Factors

 The following is a summary of material risks that
could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed
risk factors set forth under "Item 1A. Risk Factors ".

 We have a limited operating history, which may make it difficult to evaluate our business and prospects.

 The Company may experience negative cash flow.

 The Company may need to raise additional capital to support its operations.

 The Company may incur significant losses, and there can be no assurance that the Company will ever become
a profitable business.

 The Company's future revenue and operating results are unpredictable and may fluctuate significantly.

 If we are unable to maintain our good standing with the social media platforms where we operate, our business
will suffer.

 iii

 The regulation of social media services, and the ban of TikTok in the United States in particular, may
threaten our ability to market and promote our services effectively.

 Risks relating to the blockchain, cryptocurrencies, and NFT industries may cause material adverse effects
on our business operations.

 If demand for our services does not develop as expected, our projected revenues and profits will be affected.

 The Company will be subject to risk associated with the development of new products or services.

 The Company may not be able to create and maintain a competitive advantage, given the rapid technological
and other competitive changes affecting all markets nationally and worldwide. The Company's success will depend on its ability to
keep pace with any such changes.

 The technology area is subject to rapid change, and there are risks associated with new products and services.

 If our paying subscribers are not satisfied with our Discord subscription services, we may face additional
cost, loss of profit opportunities, damage to our reputation, or legal liability.

 Our services are based in a new and unproved market and are subject to the risks of failure inherent in
the development of new products and services.

 Our business depends on a strong brand, and if we are not able to maintain and enhance our brand, our
ability to expand our customer base will be impaired and our business and operating results will be harmed.

 The social media, education, and community-based platform sectors are subject to rapid technological change
and, to compete, we must continually evolve and upgrade the user experience to enhance our business.

 The Company operates in a highly competitive industry and there can be no assurance that the Company will
be able to compete successfully.

 We are dependent on the continued services and performance of our senior management and other key employees,
the loss of any of whom could adversely affect our business, operating results and financial condition.

 If our co-founders were to experience a loss to their social media followings, it could adversely affect
our business, operating results and financial condition.

 Our business depends on our ability to attract and retain talented qualified employees or key personnel.

 We may not be able to manage future growth effectively.

 We may have difficulty scaling and adapting our existing infrastructure to accommodate a larger customer
base, technology advances or customer requirements.

 If the Company fails to develop or protect its intellectual property adequately, the Company's business
could suffer.

 The Company's products, services or processes could be subject to claims of infringement of the
intellectual property of others.

 We may experience disruption to our servers or our software which could cause us to lose customers.

 A failure or breach of our security systems or infrastructure as a result of cyberattacks could disrupt
our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs
and cause losses.

 Certain stockholders have substantial influence over our company, and their interests may not be aligned
with the interests of other stockholders.

 iv

 Current market conditions and recessionary pressures in one or more of the Company's markets could
impact the Company's ability to grow its business.

 We may incur liability as a result of information retrieved from or transmitted over the Internet or published
using our services or services of social media platforms, or as a result of claims related to our services or services of social media
platforms, and legislation regulating content on social media platforms may require us to change our services or business practices and
may adversely affect our business and financial results.

 We are not currently registered as an investment adviser and if we should have registered as an investment
adviser, our failure to do so could subject us to civil and/or criminal penalties.

 We will face growing regulatory and compliance requirements which can be costly and time-consuming.

 Failure to comply with data privacy and security laws and regulations could adversely affect our operating
results and business.

 Our business could be negatively impacted by changes in the U.S. political environment.

 Our business depends on our customers' continued and unimpeded access to the Internet and the development
and maintenance of Internet infrastructure. Internet access providers may be able to block, degrade or charge for access to certain of
our services, which could lead to additional expenses and the loss of customers.

 Our business could be affected by new governmental regulations regarding the Internet.

 The requirements of being a public company may strain our resources.

 Climate change and increased focus by governmental organizations on sustainability issues, including those
related to climate change, may have a material adverse effect on our business and operations.

 If we fail to maintain an effective system of disclosure controls and internal control over financial
reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

 The structure of our common stock has the effect of concentrating voting control with certain Asset Entities
officers and directors; this will limit or preclude your ability to influence corporate matters. It may also limit the price and liquidity
of our common stock due to its ineligibility for inclusion in certain stock market indices.

 v

 ITEM 1. BUSINESS.

 Overview

 Asset Entities is a technology company
providing social media marketing and content delivery services across Discord, TikTok, and other social media platforms. We also design,
develop and manage servers for communities on Discord. Based on the growth of our Discord servers and social media following, we have
developed three categories of services: (1) our Discord investment education and entertainment services, (2) social media and marketing
services, and (3) our "AE.360.DDM" brand services. We also offer Ternary v2, a cloud-based subscription management and payment
processing solution for Discord communities, which includes a suite of customer relations management tools and Stripe-verified payment
processing. All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram,
and YouTube.

 Our Background

 In 2020, Mr. Arshia Sarkhani, our Chief
Executive Officer and President, and Mr. Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing Officer, had been actively investing
and developing social influencer followings on their own when they had a vision: Bring Wall Street trading education and entertainment
to the Generation Z masses through social media through the community-based platform known as Discord. Mr. Sarkhani and Mr. Fairbanks
sensed that social media could empower retail investors, as later demonstrated in the extreme by recent developments such as the GameStop
meme stock phenomenon. Based on their vision and personal investing experience, Mr. Sarkhani and Mr. Fairbanks founded our company with
fellow investors and social influencers Jackson Fairbanks, our Director of Socials, and Arman Sarkhani, our Chief Operating Officer. Our
company initially focused on providing social media and marketing campaigns and consulting services for clients.

 By October 2020, we had determined that
the social media platform Discord, which focuses on users' shared interests and features premium content instead of advertisements,
would be the most effective forum for our vision. We formed a stock investing education and entertainment Discord server, with the server
name "STOCKS". Subsequently, in 2021, we formed similar servers focusing on cryptocurrencies and nonfungible tokens, or NFTs,
with the server names "CRYPTOS" and "NFTS", respectively. We also launched a real estate Discord server in May
2022, with the server name "REALTY", to provide similar content on various aspects of residential and commercial real estate
investing. We believe it is significant, and shows the pioneering vision of our founders, that we were able to obtain the Discord domain
names of "STOCKS", "CRYPTOS", "NFTS", and "REALTY" for their four main Discord communities.
We believe that each of these servers is one of the first of its kind on Discord.

 As of December 31, 2024, we had launched
or acquired a total of ten Discord servers, and our Discord servers had approximately 206,899 members combined. We plan to launch or acquire
servers with other popular investment themes in the future. Through the consistent release of relevant content, cross-marketing, strategic
subscription pricing, and strategic acquisitions, we anticipate that our various Discord communities will continue to grow.

 Our record of growth on Discord has
also depended and will continue to depend on a massive social media following. Since deciding to form our Discord communities, our social
influencers' effective use of TikTok and other social media has fueled their growth. Since August 2020, as a result of social media
campaigns helping to promote our Discord servers in the financial education and entertainment space, our social media presence has grown
from fewer than 50,000 members and followers, to over 2 million by December 31, 2024. Our social media reach across all platforms has
accumulated well over 1 billion interactions.

 Our Current Business

 Our Discord investment education and
entertainment service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors, creators and influencers.
Gen Z is commonly considered to be people born between 1997 and 2012. Our investment education and entertainment service focuses on stock,
real estate, cryptocurrency, and NFT community learning programs designed for the next generation. While we believe that Gen Z will continue
to be our primary market, our expanded Discord server offering also features education and entertainment content covering real estate
investments, which is expected to appeal strongly to older generations as well.

 We initially developed our Discord community
and other social media following for our company through the talents, insights and efforts of our executive social influencers, Messrs.
Arshia and Arman Sarkhani and Messrs. Kyle and Jackson Fairbanks. Our executive team has also offered social media and marketing campaign
services to business clients. To the end of further capitalizing on our management's social influencer backgrounds, we developed
our "SiN" or "Social Influencer Network," our team of social influencer independent contractors. Our SiN social
influencer independent contractors can perform social media and marketing campaign services to expand our clients' Discord server
bases and drive traffic to their businesses, as well as increase membership in our own servers.

 In forming community groups
on Discord, we designed and developed 25 Asset Entities server communities and manage a combined server user membership of approximately
212,253 as of December 31, 2024. As a result, we have developed a high level of expertise in designing, developing, and managing Discord
servers. Having developed multiple Discord servers in a variety of fields, we have positioned ourselves as experts in the Discord space.
Further capitalizing on this experience, since January 2022, we have formally offered our "AE.360.DDM, Design Develop Manage"
service, or "AE.360.DDM". AE.360.DDM is a suite of services to individuals and companies seeking to create a server on Discord.
We believe we are the first company to provide "Design, Develop and Manage," or DDM, services for any individual, company,
or organization that wishes to join Discord and create their own community. We liken this service to that provided by companies like Register.com
and Godaddy.com during the dot.com era in the 1990s for companies looking to register their domain names, develop webpages and websites,
and manage and host those websites. With our AE.360.DDM rollout, we believe we are uniquely positioned to offer DDM services in the growing
market for Discord servers.

 In addition, through Ternary
v2, our subscription management and payment processing solution for Discord communities, subscribers can monetize and manage their Discord
users. Ternary v2 simplifies the process for our subscribers to: (i) sell memberships to their Discord servers on their websites and collect
payments through Stripe with daily payouts; (ii) add digital products and services and designate purchase options to their Discord servers;
(iii) customize their user Discord permissions and roles and other Discord settings; and (iv) utilize our Discord bot to automatically
apply their Discord user settings to authenticate new users, apply customizable permission sets to users, and remove users when their
subscriptions expire. As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating other platforms
into their Discord servers with open application programming interfaces, further extending our platform's capabilities.

 Fiscal Year 2024 Highlights

 During 2024, we took the following initiatives
to expand our business:

 In March 2024, we launched our official YouTube channel, "The Lounge," which features podcast
interviews with celebrities, sports figures, business professionals, and more, and where interviews will focus on each guest's journey
through life. Previous guests have included Michael "the Playmaker" Irvin, former NFL superstar Hall
of Fame wide receiver and three-time Superbowl Champion; Jeff Blue, the Company's Head of Entertainment and a multi-platinum music
producer; and Ray Crockett, a winner of two Super Bowl rings.

 In March 2024, we entered into an agreement with Zendrop, an industry leader in dropshipping and ecommerce.
We will provide its services and solutions to Zendrop through Ternary v2, our SaaS platform for payment processing and Stripe Verified
Partner for Discord communities. These services will include a suite of customer relationship management (CRM) solutions, Discord customer
analytics, and payment processing.

 In May 2024, we completed the first closing of our financing transaction involving the sale of shares
of the Company's newly designated Series A Preferred Stock, for gross proceeds of $1.5 million, from an institutional
investor.

 In April 2024, we filed a Registration Statement on Form S-3 (File No. 333-278707) (the "Shelf Registration
Statement") with the Securities and Exchange Commission (the "SEC"), which was declared effective by the SEC on
April 26, 2024. Pursuant to the Shelf Registration Statement, we may offer to the public from time to time, in one or more offerings,
shares of Class B Common Stock, preferred stock, debt securities, warrants, subscription rights, and units in up to a total aggregate
offering amount of $100,000,000, subject to the requirement that in no event may we sell shares having a value exceeding more than
one-third of our public float in any 12-month period under the Shelf Registration Statement so long as our public float remains below
$75,000,000. The securities will be offered at prices and on terms to be determined at the time of any such offering. The specifics of
any offerings, along with the use of proceeds of any such securities, will be described in detail in a prospectus supplement at the time
of any such offering.

 In June 2024, we acquired the assets of TommyBoyTV, LLC ("TommyBoyTV"), a company engaged
in the business of Discord development, social media, online community management, marketing, and analytics, expanding the Company's
share of the Discord community market.

 In July 2024, we completed the second closing of our financing transaction involving the sale of shares
of the Company's newly designated Series A Preferred Stock, for gross proceeds of $1.5 million, from an institutional
investor, for a total of $3.0 million from sales of the Series A Preferred Stock to the investor.

 In September 2024, we commenced an "at the market offering"
(as defined in Rule 415(a)(4) under the Securities Act) of up to $1,791,704 of shares of Class B Common Stock, which, as of March 31,
2025, has been increased to $5,489,399 of shares of Class B Common Stock in November 2024 (the "ATM Financing"). Sales from
the offering will be made from time to time solely through or to A.G.P./Alliance Global Partners, as sales agent ("A.G.P."
or the "Sales Agent"). These sales, if any, will be made pursuant to the terms of a sales agreement between us and the Sales
Agent, dated September 27, 2024 (the "ATM Sales Agreement"). Since the commencement of the ATM Financing, a total of 5,417,700
shares has been sold, for net proceeds to the Company of $4,830,648, after paying $329,362 in compensation to the Sales Agent and the
same amount to Boustead Securities, LLC ("Boustead") under the Boustead ATM Waiver (as defined in Item 7. " Management's
Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – ATM Financing
– Waivers and Consents to ATM Financing ") with respect to such sales.

 In October-November 2024, we were selected to design, develop, and manage the Discord servers
for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models, and singers; social media influencer, American
fitness model, training specialist, actor, and entrepreneur, Scott Mathison; Grammy Award-winning R&B and soul singer, songwriter,
producer and actress Macy Gray; and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention.

 In November 2024, we acquired the assets of the TikTok Shop space known as the TikTok Money Machine, which
included its Discord community. The Discord community teaches content creators how to sell products on TikTok Shop via the use of product
content videos. It also connects major consumer product brands with these content creators, offering the latter the opportunity to earn
sales commissions, via their TikTok accounts, on each product sale completed. We also secured consulting agreements with TikTokers and
lead creators of the Discord, who have an aggregate of approximately 280,000 followers on Instagram and 4,700,000 followers on TikTok.

 In November 2024, we signed an agreement with our Head of Entertainment, Jeff Blue, to acquire a
50% ownership interest in all film, TV, streaming and media rights to Blue's story, One Step Closer: From Xero
to #1: Becoming Linkin Park. Under the agreement, we also engaged with Mr. Blue to write the screenplay. Published by Simon &
Schuster/Posthill Press in 2020, One Step Closer: From Xero to #1: Becoming Linkin Park has been translated into seven different
languages.

 In December 2024, we were approved as a TikTok Shop Partner. We plan to work with TikTok to connect brands
with creators and help them collaborate further in the affiliate marketing space.

 Our Historical Performance

 As
of December 31, 2024, the Company had an accumulated deficit of $12,006,357 and a cash balance of $2,660,624. During the years ended
December 31, 2024 and 2023, we had a net loss of $6,393,932 and $4,931,197, respectively. To date, the Company has financed its
operations primarily through capital raises and sales of its services. In April 2024, the Company filed the Shelf Registration
Statement, which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate,
subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in
any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000. In May 2024, the
Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and
in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds. In
September 2024, the Company entered into the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration
Statement for the ATM Financing for gross proceeds of up to $1,791,704. In November 2024, the Company filed an additional prospectus
supplement to the Shelf Registration Statement to increase the maximum gross proceeds to $2,271,487. The
Company has received confirmation from the investor in its Series A Preferred Stock that it will invest up to an additional $3
million upon request by the Company. Based on the Company's existing cash resources and the cash expected to be
received from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry
out the Company's planned operations through December 31, 2025 and for at least 12 months beyond that period. For further
discussion, see Part II. Item 7. " Management's Discussion and Analysis of Financial Condition and Results of
Operations – Liquidity and Capital Resources ".

 Industry Overview

 The social influencer and online media
presence on various platforms are expanding and evolving. More than any previous generation, Generation Z is immersed in social media
platforms like TikTok, X, and Meta Platforms' Facebook and Instagram. This trend has generated opportunities for young adults to
become social influencers and to gain financial success. Many kids now want to be "tiktokers", "instagrammers",
and social media influencers. In addition to these platforms, the Reddit-based campaigns behind the GameStop, AMC and Koss meme stock
phenomena of 2021 demonstrated the power of social media to generate and destroy financial wealth relatively quickly. We believe that
these developments are together giving way to a new type of social media community. Social media was once occupied by influencers who
were showing off their latest snacks, clothes, makeup brands, and other products and services, but now, a new breed of influencers focus
on other subjects that are gaining mass interest, especially with Generation Z, including personal finance and investing.

 As Bloomberg has reported ("Influencers
Are Luring Investors Flummoxed by Meme Stonks and Options," June 18, 2021), in the U.S., there is relatively little formal personal-finance
education. Only 26 states require – or are in the process of mandating – a standalone high school course on the topic (Ramsey
Solutions, "Which States Require Financial Literacy for High School Students," August 19, 2024). For most students, learning
about money means learning about topics like budgeting, understanding compound interest or opening a savings account. While this information
might be useful, there are many more complex and risky financial opportunities available to young, inexperienced investors who are digital
natives, i.e., most of Generation Z. $1 can be used to open financial accounts and buy fractions of shares or portions of cryptocurrencies
through companies like Robinhood, Cash App and others. With modestly more in their investment accounts, people can get access to higher-risk
strategies such as margin or option trading. Meanwhile, there is new jargon to decipher every day if investors want to understand chatter
about the markets. While banks and mutual fund companies offer advisory services to their members, they tend to reserve advisory services
for higher-net-worth individuals, and generally do not make their advice particularly entertaining or accessible to Generation Z consumers.

 With the rise of free, fast trading
online and by phone, demand has surged for information about investing and markets, creating opportunities for a new generation of financial
influencers who are rushing to fill the gap in traditional education. With a massive, younger, financially uneducated market desperate
to learn about the financial markets, a deluge of new companies and their influencer leaders are fighting to be the first place individuals
turn to chat about stocks, budgets or finances.

 More broadly, this trend towards relying
on social media and influencers means that skilled social media marketers and influencers can parlay their brands into multiple streams
of revenue including subscription-only content, promotional campaign contracts for business clients, and related consulting services.
As argued by a guest contributor's article on Nasdaq.com ("How Gen Z Influencers Can Transform the Nature of Investing,"
June 2, 2021), Generation Z is asserting more influence over the social media influencer market, which has already surpassed $13 billion
in market size worldwide according to a research report published by Statista ("Influencer Marketing Worldwide - Statistics &
Facts," September 27, 2021), and shows no signs of abating. Internet users look to niche influencers they trust as their go-to source
for new information and product recommendations. With such authority over the way consumers spend their money on commercial goods, Gen
Z influencers are bound to sway their followers' interests in the area of financial education.

 Gen Z's social media habits are
distinctive from other generations. Their most-used social media platforms are Instagram, Snapchat, and TikTok, according to a 2021 Pew
Research survey. TikTok's quick ascension to Gen Z dominance at comparable levels to other well-established online titans has captivated
potential investors, e-marketers, and others looking to profit from this bustling and youthful platform.

 Given the growth of the influencer industry
across social media like Instagram and TikTok, the rapid influx of young retail investors into the stock and cryptocurrency markets, and
recent phenomena like meme stocks, we believe the stage is set for Gen Z to seek dedicated online community-based investment education
and entertainment services.

 At the same time, a relatively new social
media app, Discord, has emerged and demonstrated unique appeal to younger people. As reported by The New York Times ("How
Discord, born from an obscure game, became a social hub for young people," December 29, 2021), driven in part by the COVID-19 pandemic,
Discord "has exploded into the mainstream." While parents working from home flocked to Zoom, many of their children were downloading
the Discord app to socialize with other young people through text and audio and video calls in groups known as servers. As of March 2025,
the platform has more than 259 million active users each month – up from 56 million in 2019. It has expanded from gamers to many
other groups including music aficionados, students, art communities, and cryptocurrency enthusiasts. According to Bloomberg, on September
15, 2021, Discord's valuation doubled from $7 billion in 2020 to about $15 billion based on a $500 million capital raise.

 Discord is split into servers –
essentially chat rooms similar to the workplace tool Slack – which facilitate casual, free-flowing conversations about shared interests
such as gaming, music, art, school, and memes. Some servers are large and open to the public; others are private and invitation-only.
Another feature that significantly differentiates Discord from the established social media platforms like Facebook is that the service
does not have advertisements. It makes money through premium subscriptions that give users access to features like custom emoji for $5
or $10 per month. Discord also began experimenting in December 2021 with allowing some users to charge for access to their server, up
to $100 a month, of which Discord takes 10%.

 Based on the above, social
influencers can generate revenues from Discord user subscriptions by drawing users in with their investment education and entertainment
content. Expert influencers on Discord and other social media can simultaneously use their social media expertise and brands to generate
social media marketing campaigns for business clients looking to attract more Generation Z consumers. Services, such as "AE.360.DDM,
Design Develop Manage", covering all aspects of the design and implementation of the Discord servers themselves can attract subscribers
and, therefore, create a new source of revenue. We believe that we are a leading provider of all of these services, and that demand for
all of our services will continue to grow.

 Our Services

 We offer three types of services that
utilize Discord and other social media to younger generations and other social media users.

 Discord Communities.
Our investment education and entertainment service aims to serve as an education and entertainment platform for investments in a way that
is accessible to Generation Z and other social media users. As one of the largest community-based education and entertainment platforms
on Discord, with ten separate servers with a combined user membership of approximately 206,899 as of December 31, 2024, we provide financial
literacy education and entertainment on trading and investment. Our largest Discord server, "STOCKS", focuses on stock investing
education and entertainment, and we have smaller but growing real estate and cryptocurrency education and entertainment Discord servers.
One of the unique aspects of Discord is that the base access to certain materials is free to all users. Our Discord server subscription
fees currently range from $4.99 to $59.99, with a top tier that includes access to the OptionsSwing software platform of $120.00.

 For monthly fees, paying subscribers
to our Discord servers can get access to live trading diaries, premium prerecorded investing and trading education video content, and
paying subscriber-only private group discussion channels relating to the general investment and trading education content on the Company's
Discord servers. All members may watch nonpremium video education content, watch live day trading sessions during market hours, and participate
in live chat sessions with other members. We upload and manage all content on our Discord servers. There are no formal requirements for
our investment education and entertainment materials; however, we are selective with the content that we post on our servers.

 We comply with Discord's terms
of service, including minimum age requirements. Discord requires all users to be at least 13 years old, and we require users to be at
least 18 years old in order to participate in community discussions. Discord is in the process of creating a gateway to require age verification.
In addition, we maintain a set of community behavior rules for its servers which include bans on hate speech, harassment, spam, illegal
activities, and false information. All members must confirm that they have read and accept these rules in order to enter our Discord servers.
Our Discord moderators enforce these rules.

 Social Media and Marketing.
We offer white-label marketing, content creation, content management, TikTok promotions, and TikTok consulting to clients in any industry
or market. Fees under our social media and marketing agreements are expected to range from $2,000 for small, short projects to $50,000
for more intricate and labor-intensive campaigns. Pricing depends on the amount of social media posts, length of the campaign, and product
placement.

 Through social media, we have conducted
marketing and other social media campaigns on behalf of clients in investing, gaming, recreation, cryptocurrency assets, NFTs, and other
areas through our team of social media influencers, which we call our "Social Influencer Network," or "SiN".

 We utilize our "SiN" or
"Social Influencer Network," our social influencer independent contractors, in part to increase social media reach for our
clients' Discord servers or to drive traffic to their businesses. Both we and our clients generally have the right to preapprove
and remove the influencer's posts at our and our clients' discretion. They are generally paid on a commission-only basis.
Typical payment terms are a dollar amount for a certain number of new member signups, or in some cases a percentage, subject to a dollar
cap, on the server's subscription net revenue. We or our clients may also commission the influencer to provide premium video education
series with revenue-sharing provisions for any related subscription fees. Depending on the particular contract, we, our client, or both
may own the content produced by our SiN influencers. Depending on each contract, we may require weekly meetings with the influencer. Our
SiN contractors' work for clients are terminable by either us or our clients on 30 days' notice, and are subject to customary
confidentiality, nondisclosure, and noncompete provisions.

 Under our social media and marketing
agreements, we typically agree to produce a certain minimum number of posts, streams, or other social media and marketing content, at
a minimum required frequency for the agreed-upon period. We may agree to promote the products or services of the client by mentioning
the client or its products or services a certain number of times per post or stream, using products or service in our content in a designated
manner, or not using, mentioning or promoting competing products or services. Clients must generally preapprove our promotion-containing
content, subject to their reasonable discretion. Clients typically own any data generated by promotional posts or streams; however, we
retain the right to use the content created. Our social media and marketing agreements are subject to customary confidentiality, non-disparagement,
indemnification and other standard terms and social media policy compliance requirements. Other than as otherwise noted above, our influencers
are not exclusive to any social media and marketing client.

 AE.360.DDM, Design Develop Manage.
AE.360.DDM is a suite of services to individuals and companies seeking to create their own server on Discord. We believe that we are the
first company to provide a full range of Discord DDM services for any individual, company, or organization that wishes to join Discord.
Since November 2021, we have worked with various communities on how to better manage their presence on Discord and have designed servers
for businesses and celebrities. We tailor our fees to the services requested and can range from set prices of $497 to $5,000 for each
Discord server design project. However, our fees may be higher based on the expected complexity, size, and management responsibilities
for the server. They may also be based on a percentage split of subscription revenues.

 On Discord servers managed by our company
on behalf of clients, clients generally provide and own their servers' content and control all rights to their servers, while we
provide management or other contracted services. If we are managing the Discord server under the AE.360.DDM service, we may upload content
for the server owner. The server owner may always upload content. Other server users may also upload content, but the server owner's
moderators may remove it.

 AE.360.DDM is a proprietary service
that is summarized below. The list of services below is not inclusive of our full suite of the AE.360.DDM services and processes by which
we design, develop and manage Discord servers on behalf of clients.

 Our AE.360.DDM service includes any
or all of the following:

 "360.DD Level 1, 2 or 3" Design and Development service: We design and establish the client's
Discord server under one of the following three "levels" of service:

 Level 1 includes a simple setup of the client's server with base, or general-purpose, channels and
basic bots. Discord channels are topic-based chatrooms. Discord bots are user-like computer-simulated members of the server that can automate
various actions. Bots use Discord's public application programming interface, or API, to perform actions like send messages, modify
roles, or automate moderation.

 Level 2 includes both Level 1 services and more advanced server features.

 Level 3 includes Level 1 and Level 2 services, and adds the following key features:

 Enhancements taking advantage of premium Discord features.

 Setup of a number of private channels. A private channel on Discord only allows selected members to join
it or limits what users may view and post without special permissions. Discord server members who are not added to the channel will not
be able to see it on the server's sidebar. Private chat channels may be used to offer premium content to users.

 Third-party integrations, which may be used to integrate the use of complimentary apps into the Discord
server such as other social media platforms, productivity or data-management apps, and others.

 Special-purpose community bot and chat features.

 External links to websites that a client wishes to promote may also be included.

 "360.M" Management service: We will act as the lead moderator and community manager of the
client's Discord server. Features may include the following:

 Moderating and interacting in daily chats;

 Answering support tickets;

 Acting as a moderator and team leader; team leaders usually have the ability to create channels, create
and delete roles, and perform other administrative functions;

 Provide informative, fun, and interactive announcements;

 Make suggestions on how to improve the Discord community based on performance over time;

 Add all necessary bots for security, gaming, fun and so on.

 Managing the Discord server through moderation and maintenance through a proprietary process.

 ChatGPT AI bot as an AE.360.DDM Discord server customer service feature.

 Since February 2024, we also offer Ternary V2,
the next generation of Ternary's Stripe-verified payment processing platform for Discord communities. Ternary V2 provides additional
CRM tools, allowing community owners the ability to scale, manage, and transact payments all in a single platform.

 Our Market Opportunity and Customers

 We market our services primarily to
"Generation Z" users and businesses seeking to market their services to these users. As the first generation to have grown
up with access to the Internet and portable digital technology from a young age, members of Generation Z have been dubbed "digital
natives". Around the world, it has been reported that members of Generation Z are spending more time on electronic devices and less
time reading books than before, with implications for their attention span and vocabulary, as well as their future in the modern economy.
As discussed above, Gen Z users are often bereft of the financial literacy needed to invest, in spite of growing demand for financial
services especially in an era of meme stocks and stock trading apps like Webull, Robinhood, and E*Trade. With our emphasis on video, chat,
and other social media education, entertainment and marketing, and deep knowledge of Discord server design and trending investment topics,
we have positioned ourselves to attract younger investors and businesses seeking to market to them.

 We also target millennials, Generation X, and
older generations.

 Sales, Marketing and Customer Acquisition

 We will continue to seek customers by
producing content for our Discord servers and other social media accounts and using our Social Influencer Network to increase our Discord
members and to provide marketing services. To that end, we frequently engage in social media campaigns for our Discord servers by posting
free videos, tweets, and other social media content on Discord, TikTok, X, Instagram, and YouTube. We use search engine optimization,
or SEO, to gain further reach in acquiring paying subscribers and other members to our Discord servers and potential customers of our
other services. We expect that we will increase sales and revenues from increased Discord members and customers of our paid services from
the expansion of our AE.360.DDM service and expansion of our Discord servers.

 One of the ways we can increase our
Discord users and customer base is to utilize our "SiN" or "Social Influencer Network," our social influencer
independent contractors. Each of our SiN social influencer independent contractors can perform social media outreach to expand our Discord
server bases and increase membership in our Discord servers. When we use our social influencers to increase our user base, we have the
right to preapprove and remove the influencer's posts at our discretion. They are generally paid on a commission-only basis. Typical
payment terms are a dollar amount for a certain number of new member signups or subscription net revenue. We may also commission them
to provide premium video education series with revenue-sharing provisions for any related subscription fees. We generally own all content
produced by our SiN influencers. Depending on each contract, we may require weekly meetings with the influencer. Our SiN contracts are
terminable on 30 days' notice and have customary confidentiality, nondisclosure, and noncompete provisions.

 As discussed above, we likewise offer
the services of our SiN independent contractors to current and potential social media and marketing customers. We are also working to
expand our user base by contracting with trained social media analysts in order to develop larger and more long-term campaigns to promote
our business. We expect that these offerings may accelerate growth in client contracts for our social media and marketing customer services.

 Our AE.360.DDM service is expected to grow through
multiple avenues including the use of SEO with Facebook and Google Ads, as well as our targeted outreach to venture capitalists, social
media influencers, digital technology brands, and other businesses. We also expect that revenues from this service will increase organically
by showing our expertise in Discord design, development and management through our own growing Discord communities.

 During 2023 and the first quarter of 2024, we
initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics to accelerate customer acquisition
for our AE.360.DDM service; launched a new AE.360.DDM website; engaged music producer Jeff Blue as Head of Entertainment to lead the development
of the AE.360.DDM Music and Entertainment A&R service; hired a Senior Project Manager for all Discord servers under the AE.360.DDM
suite of services; introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature; engaged professional golfers
Bryson DeChambeau and Scott Verplank to promote the AE.360.DDM service; and engaged Michael Irvin, American sports commentator and former
professional football player, to provide marketing services for the AE.360.DDM service; launched an official YouTube channel, "The
Lounge," which has featured podcast interviews with celebrities, sports figures, business professionals, and more, and where interviews
will focus on each guest's journey through life; expanded the AE.360.DDM service with Ternary V2, the next generation of the Ternary
Stripe-verified payment processing platform for Discord communities; introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer
service feature; and entered into an agreement with Zendrop, an industry leader in dropshipping and ecommerce, to provide CRM, Discord
customer analytics, payment processing, and related services.

 In June 2024, we acquired the assets of TommyBoyTV,
a company engaged in the business of Discord development, social media, online community management, marketing, and analytics, expanding
the Company's share of the Discord community market.

 In October-November 2024, we were selected to design, develop,
and manage the Discord servers for Maxx Talent Awards, a premier platform for showcasing the talents of aspiring actors, models,
and singers; social media influencer, American fitness model, training specialist, actor, and entrepreneur, Scott Mathison;
Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray; and dog behavioralist Jas Leverette,
star of the Netflix show Canine Intervention.

 In November 2024, we acquired the assets of the
TikTok Shop space known as the TikTok Money Machine, which included its Discord community. The Discord community teaches content creators
how to sell products on TikTok Shop via the use of product content videos. It also connects major consumer product brands with these content
creators, offering the latter the opportunity to earn sales commissions, via their TikTok accounts, on each product sale completed. We
also secured consulting agreements with TikTokers and lead creators of the Discord, who have an aggregate of approximately 280,000 followers
on Instagram and 4,700,000 followers on TikTok.

 In November 2024, we signed an agreement with
our Head of Entertainment, Jeff Blue, to acquire a 50% ownership interest in all film, TV, streaming and media
rights to Blue's story, One Step Closer: From Xero to #1: Becoming Linkin Park. Under the agreement, we also engaged
with Mr. Blue to write the screenplay. Published by Simon & Schuster/Posthill Press in 2020, One Step Closer: From Xero to #1:
Becoming Linkin Park has been translated into seven different languages.

 In December 2024, we were approved as a TikTok
Shop Partner. We plan to work with TikTok to connect brands with creators and help them collaborate further in the affiliate marketing
space.

 Competition

 While we do not have any competitors
that compete with us across our business in its entirety, we face competition in certain aspects of our business. Our products and services
face competition from different businesses depending on the offering.

 The education components of our investment
education and entertainment services have the following primary competitors:

 Xtrades Discord Server – Stocks and options trading communities with real traders providing
analysis; their advertised monthly fee is $38. Their Discord server had approximately 110,000 members as of March 2025.

 WallStreetBets Discord Server and Subreddit – These are generally free services where anyone
can offer advice on high-risk investing in stocks, options, and futures trading. Their Discord server has approximately 484,305 members
and their subreddit had approximately 18 million registered users as of March 2025.

 Eagle Investors – An online investment education service provided by investment advisory
firm Eagle Investments LLC. They manage a Discord server which includes a free investor community, a number of channels on diverse topics,
and free webinars. They also offer premium-only content for $67 to $140 per month for different levels of access to trading alerts on
their Discord server. They also offer paid stocks and options training courses for $400 per course not including discounts, and private
one-on-one sessions ranging from one to eight hours with expert traders at varying prices. Their Discord server had approximately 156,000
members as of March 2025.

 Our social media marketing and advertising
competitors primarily include social media influencers who are the owners of alternative Discord servers and social media education and
entertainment services, which may detract from our current and potential paying subscriber base and customers of our other services. These
competitors include:

 @Fourtoeight – A social influencer who is the owner of the Discord server Wiseguyinvesting.
Wiseguyinvesting offers several payment plans for investment education resources and other features. Its community size is similar to
ours. Its plans range from $25 per week to $800 per year as of March 2025.

 @moneylinemark – A social influencer who owns the "StockVIP"
Discord server with approximately 254,000 members as of March 2025. Their revenue model relies 100% on Discord memberships. We are not
aware of any competitors for our AE.360.DDM suite of services.

 We believe that we have other competitive strengths,
some of which are discussed below, that position us favorably in each aspect of our business. However, the technology industry is evolving
rapidly and is increasingly competitive. A variety of business models are being pursued or may be considered for the provision of digital
learning tools, some of which may be more profitable or successful than our business model.

 Our Strengths

 We believe that we have competitive
strengths, some of which are discussed below, that position us favorably in each aspect of our business. We believe our key competitive
strengths include the following:

 Superior Social Influencer Team. We believe that our greatest competitive strength is our
people. Our blend of young, dynamic, entrepreneurial executive social influencers are part of Generation Z and understand their needs
and interests. Moreover, our executive team includes professionals with two or more decades of accounting, legal, technology, sales, and
management experience including our Executive Chairman, who has practiced law for over 25 years; our Chief Financial Officer, a Certified
Public Accountant, or CPA, with over ten years of experience in finance and accounting; and our Chief Technology Officer, a former Salesforce
Inc. Senior Solution Engineer. We believe that we have a unique combination of knowledge, global experience and business acumen to sustain
long-term growth.

 First-Mover Advantage. We believe that our AE.360.DDM service is a first-of-its-kind business
developed by our company to design, develop, and manage Discord servers for customers wanting to create their own Discord communities
for their business. With our superior understanding of the Discord platform, we can provide the technology and speed to market which customers
require to set up successful Discord servers.

 Best-in-Class Investment Education, Entertainment and Technology. Our insights into compelling
investment education and entertainment methods and subjects for Gen Z and other types of interested customers; experience creating communities
for Gen Z and social media consumers; and our social influencer network, or "SiN", and related content publishing network,
are some of the hallmarks of our business.

 Service Synergy. Each of our operating business categories has the ability to be a standalone
business, but all are housed within our single Asset Entities enterprise. With each deployment of additional services, we have historically
experienced organic growth in our other businesses.

 Our Growth Strategies

 The key elements of our strategy to expand our
business include the following:

 Expand Our Social Influencer Network. Our growth has been grounded on our team of social
influencers. In order to generate even greater momentum for the growth of our services, we will seek to expand our "SiN" social
influencer network. We plan to continue to bring top current and former athletes, celebrities, and rising and high-profile social influencers
into our SiN network to promote our established and newer Discord servers. We have also begun utilizing our SiN network to accelerate
the growth of our social media and marketing service.

 Leverage Discord Server Community Outreach. We will continue to seek accelerated growth
in Discord server paying subscriber revenues from strategic pricing of varying levels of access to our Discord communities. Moreover,
we will leverage our Discord servers to help increase our social media reach and cross-market to our other services.

 Expand the AE.360.DDM Service. During 2023 and through March
2024, we initiated an online marketing campaign and expanded use of SEO, Facebook Ads, Google Ads and Google Analytics to accelerate customer
acquisition for our AE.360.DDM service; launched a new AE.360.DDM website; engaged music producer Jeff Blue as Head of Entertainment to
lead the development of the AE.360.DDM Music and Entertainment A&R service; hired a Senior Project Manager for all Discord servers
under the AE.360.DDM suite of services; introduced a ChatGPT AI bot as an AE.360.DDM Discord server customer service feature; engaged
professional golfers Bryson DeChambeau and Scott Verplank to promote the AE.360.DDM service; and engaged Michael Irvin, American sports
commentator and former professional football player, to provide marketing services for the AE.360.DDM service; launched an official YouTube
channel, "The Lounge," which will feature podcast interviews with celebrities, sports figures, business professionals, and
more, and where interviews will focus on each guest's journey through life; expanded the AE.360.DDM service with Ternary V2, the
next generation of the Ternary Stripe-verified payment processing platform for Discord communities; introduced a ChatGPT AI bot as an
AE.360.DDM Discord server customer service feature; and entered into an agreement with Zendrop, an industry leader in dropshipping and
ecommerce, to provide CRM, Discord customer analytics, payment processing, and related services. In June
2024, we acquired the assets of TommyBoyTV, a company engaged in the business of Discord development, social media, online community
management, marketing, and analytics, expanding the Company's share of the Discord community market. In October-November 2024, we
were selected to design, develop, and manage the Discord servers for Maxx Talent Awards, a premier platform for showcasing
the talents of aspiring actors, models, and singers; social media influencer, American fitness model, training specialist, actor,
and entrepreneur, Scott Mathison; Grammy Award-winning R&B and soul singer, songwriter, producer and actress Macy Gray;
and dog behavioralist Jas Leverette, star of the Netflix show Canine Intervention.

 Market and Leverage Synergies from the AE.360.DDM Service. We will further use and expand
this service to create synergies and income-producing revenue streams that complement our other business categories.

 Intellectual Property

 We own common law rights to certain
marks, including "Asset Entities Where Assets Are Created", "SiN", "Social Influencer Network", and
"AE 360 DDM". We also own rights to the assetentities.com Internet domain name.

 We own the trademarks "Ternary
D" and "OptionsSwing", the domain names ternarydev.com and optionsswing.com, the social media handle @optionsswing on
Instagram, Facebook, TikTok, YouTube, and X, the social media handle @TernaryDevelopments on Instagram, the social media handle @TernaryDev
on Facebook, TikTok and X, and the Ternary Developments and OptionsSwing Discord servers. We also own The Whop, Instagram, TikTok, YouTube,
and Facebook social media accounts and PayPal and Stripe accounts relating to the Pure Profits Group Discord and TikTok Shop services.

 Human Capital

 As of March 25, 2025, we had nine full-time employees, one executive
consultant, and 41 independent contractors, some of which serve as Discord server moderators, analysts, server developers, customer service,
sales, and marketing outreach. None of our personnel are represented by labor unions, and we believe that we have an excellent relationship
with everyone who works with us. We operate the Company under remote-first principles.

 Seasonality

 We do not experience significant seasonality in
our sales cycle.

 Government Regulation

 We are subject to several laws and regulations
that affect companies conducting business on the Internet, many of which are still evolving and could be interpreted in ways that could
harm our business. The way existing laws and regulations will be applied to the Internet and how they will relate to our business, are
often unclear. For example, we often cannot be certain how existing laws will apply in the e-commerce and online context, including with
respect to such topics as privacy, defamation, pricing, credit card fraud, advertising, taxation, sweepstakes, promotions, content regulation,
quality of products and services, and intellectual property ownership and infringement.

 Numerous laws and regulatory schemes
have been adopted at the national and state level in the United States, and in some cases internationally, that have a direct impact on
our business and operations. For example:

 The Protecting Americans from Foreign Adversary Controlled Applications Act (the "PAFACA
Act") was adopted on April 24, 2024, and bans social networking services within 270 to 360 days if they are determined by the president
of the United States and relevant provisions to be a "foreign adversary controlled application". The definition covers websites
and application software, including mobile apps. The PAFACA Act explicitly applies to ByteDance Ltd. and its subsidiaries, including TikTok,
without the need for additional determination. It ceases to be applicable if the foreign adversary-controlled application is divested
and no longer considered to be controlled by a foreign adversary of the United States.

 The Controlling the Assault of Non-Solicited Pornography And Marketing Act, as amended (the "CAN-SPAM
Act"), and similar laws adopted by several states, regulate unsolicited commercial emails, create criminal penalties for emails
containing fraudulent headers, and control other abusive online marketing practices. The law also restricts data collection and use in
connection with its opt-out process requirements for senders of commercial emails. Similarly, the U.S. Federal Trade Commission ("FTC")
has guidelines that impose responsibilities on us with respect to communications with consumers and impose fines and liability for failure
to comply with rules with respect to advertising or marketing practices it may deem misleading or deceptive.

 The federal Telephone Consumer Protection Act of 1991 ("TCPA") restricts telemarketing and
the use of automated telephone equipment. The TCPA limits the use of automatic dialing systems, artificial or prerecorded voice messages,
SMS text messages, and fax machines. It also applies to unsolicited text messages advertising the commercial availability of goods or
services. Additionally, several states have enacted statutes that address telemarketing. For example, some states, such as California,
Illinois, and New York, have created do-not-call lists. Other states, such as Oregon and Washington, have enacted "no rebuttal statutes"
that require the telemarketer to end the call when the consumer indicates that such person is not interested in the product being sold.
Restrictions on telephone marketing, including calls and text messages, are enforced by the FTC, the Federal Communications Commission,
states, and through the availability of statutory damages and class action lawsuits for violations of the TCPA.

 The Credit Card Accountability Responsibility and Disclosure Act of 2009, and similar laws and regulations
adopted by several states regulate credit card and gift certificate use fairness, including expiration dates and fees. Our business also
requires that we comply with payment card industry data security and other standards. We are subject to payment card association operating
rules, certification requirements, and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult
or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data security systems are breached or
compromised, we may be liable for card issuing banks' costs, subject to fines and higher transaction fees, and lose our ability
to accept credit and debit card payments from our customers, process electronic funds transfers, or facilitate other types of online payments,
and our business and results of operations could be adversely affected.

 The Digital Millennium Copyright Act provides relief for claims of circumvention
of copyright protected technologies and includes a safe harbor intended to reduce the liability of online service providers for hosting,
listing, or linking to third-party content that infringes copyrights of others.

 The Communications Decency Act provides that online service providers will not be
considered the publisher or speaker of content provided by others, such as individuals who post content on an online service provider's
website.

 The California Consumer Privacy Act ("CCPA"), which went into effect
on January 1, 2020, provides consumers the right to know what personal data companies collect, how it is used, and the right to access,
delete, and opt out of the sale of their personal information to third parties. It also expands the definition of personal information
and gives consumers increased privacy rights and protections for that information. The CCPA also includes special requirements for California
consumers under the age of 16. In addition, the European Union and United Kingdom have adopted the General Data Protection Regulation
("GDPR"), which likewise impose significant data protection obligations on enterprises, including limitations on data uses
and constraints on certain uses of sensitive data. Effective January 1, 2023, we also became subject to the California Privacy Rights
Act ("CPRA"), which expands upon the consumer data use restrictions, penalties and enforcement provisions under the CCPA.

 Virginia's Consumer Data Protection Act ("VCDPA") establishes
rights for Virginia consumers to control how companies use individuals' personal data. The VCDPA dictates how companies must protect
personal data in their possession and respond to consumers exercising their rights, as prescribed by the law, regarding such personal
data. The VCDPA went into effect on January 1, 2023.

 The Colorado Privacy Act (the "CPA") and
 Connecticut's An Act Concerning Personal Data Privacy and Online Monitoring ("CDPA"),
effective as of July 1, 2023, are similar comprehensive consumer privacy laws in Colorado and Connecticut, respectively.

 Effective as of December 31, 2023, the Utah Consumer Privacy
Act ("UCPA") regulates business handling of consumers' personal data in Utah.

 In addition, the following other state laws have become effective
or will become effective within the next 12 months:

 o
 The Texas Data Privacy and Security Act (effective as of July 1,
2024)

 o
 The Oregon Consumer Privacy Act (effective as of July 1, 2024)

 o
 The Montana Consumer Data Privacy Act ( effective
as of October 1, 2024)

 Effective as of January 1, 2025, the Iowa Consumer Privacy
Act ("ICPA"), the Delaware Personal Data Privacy Act ("DPDPA"), the Nebraska Data Privacy Act ("NEDPA"),
the New Hampshire Data Privacy Act ("NHDPA"), became comprehensive privacy laws
in Iowa, Delaware, Nebraska, and New Hampshire, respectively.

 Effective as of January 15, 2025, the New Jersey Data Protection
Act ("NJDPA") became a comprehensive privacy law in New Jersey.

 Effective as of July 1, 2025, the Minnesota Consumer Data Privacy Act ("MCDPA") and the Tennessee
Information Protection Act ("TIPA") will become comprehensive privacy laws in Minnesota and Tennessee, respectively.

 Effective as of October 1, 2025, the Maryland Online Data Privacy Act of 2024 ("MODPA")
will become a comprehensive privacy law in Maryland.

 Effective as of January 1, 2026, the Indiana Consumer Data Protection Act ("ICDPA"),
the Kentucky Consumer Data Protection Act ("KCDPA"), and the Rhode Island Data Transparency and Privacy Protection Act ("RIDTPPA")
will become comprehensive privacy laws in Indiana, Kentucky, and Rhode Island, respectively.

 The European Union (the "EU") General Data Protection Regulation ("GDPR")
imposes stringent requirements for controllers and processors of personal data of persons in the EU, including, for example, more robust
disclosures to individuals and a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations
on retention of information, increased requirements pertaining to special categories of data, and additional obligations when we contract
with third-party processors in connection with the processing of the personal data. The GDPR also imposes strict rules on the transfer
of personal data out of the EU to the United States and other third countries. In addition, the GDPR provides that EU member states may
make their own further laws and regulations limiting the processing of personal data.

 The GDPR applies extraterritorially,
and we may be subject to the GDPR because of our data processing activities that involve the personal data of individuals located in the
EU, such as in connection with our EU-based students. Failure to comply with the requirements of the GDPR and the applicable national
data protection laws of the EU member states may result in fines of up to 20,000,000 or up to 4% of the total worldwide annual turnover
of the preceding financial year, whichever is higher, and other administrative penalties. GDPR regulations may impose additional responsibility
and liability in relation to the personal data that we process, and we may be required to put in place additional mechanisms to ensure
compliance with the new data protection rules.

 Following the withdrawal of the
United Kingdom from the EU and the expiry of the transition period, from January 1, 2021, the United Kingdom Data Protection Act 2018
("UK GDPR") retains in large part the GDPR in United Kingdom national law. The UK GDPR mirrors the fines under the GDPR, e.g.,
we could be fined up to the greater of 20 million/ 17.5 million or 4% of global turnover under each regime.

 The federal U.S. Children's
Online Privacy Protection Act ("COPPA"), the GDPR, and the UK GDPR impose additional restrictions on the ability of online
services to collect information from minors. In addition, certain states, including Utah and Massachusetts, have laws that impose criminal
penalties on the production and distribution of content that is "harmful to a minor."

 Investment Advisers Act of 1940

 Under the Investment Advisers Act of 1940 (the "Investment Advisers
Act"), and the rules adopted under that statute, a person or firm is required to register with the SEC if the person or firm
is:

 an "investment adviser" under Section 202(a)(11) of the Investment Advisers Act;

 not excepted from the definition of investment adviser by Section 202(a)(11)(A) through (E) of the Investment Advisers Act;

 not exempt from SEC registration under Section 203(b) of the Investment Advisers Act; and

 not prohibited from SEC registration by Section 203A of the Investment Advisers Act.

 Applicable state laws
may have similar registration requirements.

 Subject to certain limited
exclusions, Section 202(a)(11) of the Investment Advisers Act generally defines an "investment adviser" as any person or firm
that: (1) for compensation; (2) is engaged in the business of; (3) providing advice, making recommendations, issuing reports, or furnishing
analyses on securities, either directly or through publications. A person or firm must satisfy all three elements to be regulated under
the Investment Advisers Act.

 The SEC's Division
of Investment Management construes these elements broadly. For example, with respect to "compensation," the receipt of any
economic benefit suffices. To be deemed compensation, a fee need not be separate from other fees charged, it need not be designated as
an advisory fee, and it need not be received directly from a client. With respect to the "business" element, an investment
advisory business need not be the person's or firm's sole or principal business activity. Rather, this element is satisfied
under any of the following circumstances: the person or firm holds himself or itself out as an investment adviser or as providing investment
advice; the person or firm receives separate or additional compensation for providing advice about securities; or the person or firm typically
provides advice about specific securities or specific categories of securities. Finally, a person or firm satisfies the "advice
about securities" element if the advice or reports relate to securities. The Division has stated that providing one or more of the
following also could satisfy this element: advice about market trends; advice in the form of statistical or historical data (unless the
data is no more than an objective report of facts on a non-selective basis); advice about the selection of an investment adviser; advice
concerning the advantages of investing in securities instead of other types of investments; and a list of securities from which a client
can choose, even if the adviser does not make specific recommendations from the list. An employee of an SEC-registered investment adviser
does not need to register separately, so long as all of the employee's investment advisory activities are within the scope of his
employment.

 One of the statutory
exclusions from the definition of "investment adviser" is the "publisher's exclusion". Under Section 202(a)(11)(D)
of the Investment Advisers Act, "the publisher of any bona fide newspaper, news magazine or business or financial publication of
general and regular circulation" is excluded from the "investment adviser" definition. This "publisher's
exclusion" requires that product or service offerings must be: (1) of a general and impersonal nature, in that the research provided
is not adapted to any specific portfolio or any client's particular needs; (2) "bona fide" or genuine, in that it contains
disinterested discussion and analysis as opposed to promotional material; and (3) of general and regular circulation, in that it is not
timed to specific market activity or to events affecting, or having the ability to affect, the securities industry. The basis for reliance
on such exclusion will depend on a facts-and-circumstances analysis.

 Certain services provided
by the Company may cause the Company to meet the definition of "investment adviser" in the Investment Advisers Act and similar
state laws. Under the Investment Advisers Act, an "investment adviser" is defined as a "person who, for compensation,
engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to
the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues
or promulgates analyses or reports concerning securities." In particular, certain of the content on the Company's Discord
servers, such as trading diaries posted by the Company's personnel, and other content available on the Company's social media
channels, may constitute investment advice. In addition, in general, disclaimers, such as those included with the Company's posts
on Discord and other social media, do not change the character of the advice provided for Investment Advisers Act purposes. The Company
relies on the "publisher's exclusion" from the definition of "investment adviser" under Section 202(a)(11)(D)
of the Investment Advisers Act, as described above and as interpreted by legal precedent. We intend at all times to operate our business
in a manner as to not become inadvertently subject to the regulatory requirements under the Investment Advisers Act.

 If we meet the definition of "investment
adviser" in the Investment Advisers Act, and do not meet the requirements for reliance on the "publisher's exclusion"
from the definition of "investment adviser" or another exclusion, exemption, or exception from the registration requirements
under the Investment Advisers Act, we will have to register as an investment adviser with the SEC pursuant to the Investment Advisers
Act and potentially with one or more states under similar state laws. Registration requirements for investment advisers are significant.
If we are deemed to be an investment adviser and are required to register with the SEC and potentially one or more states as an investment
adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding state laws. The Investment Advisers
Act requires: (i) fiduciary duties to clients; (ii) substantive prohibitions and requirements; (iii) contractual requirements; (iv) record-keeping
requirements; and (v) administrative oversight by the SEC, primarily by inspection. Requirements and obligations imposed on investment
advisers can be burdensome and costly. If it is deemed that we are out of compliance with such rules and regulations, we may also be subject
to civil and/or criminal penalties. Applicable state laws may have similar or additional requirements. If we are required to register
under these laws, we may no longer be able to continue to offer our investment education and entertainment services, which may have a
significant adverse impact on our business and results of operations.

 Corporate History and Structure

 Formation and Merger into Asset Entities
Inc.

 We began our operations as a general partnership
on August 1, 2020. Asset Entities Limited Liability Company, a California limited liability company ("California LLC"), was
formed on October 20, 2020 to operate our business. Asset Entities Inc., a Nevada corporation, was incorporated on March 9, 2022. Immediately
after the incorporation of Asset Entities Inc., all of the issued and outstanding stock of Asset Entities was purchased by California
LLC in exchange for $1.00. On March 28, 2022, in accordance with Sections 17710.01-17710.19, inclusive, of the California Corporation
Code and Chapter 92A of the Nevada Revised Statutes (the "NRS"), California LLC was merged with and into Asset Entities. As
a result of the merger, Asset Entities acquired the business of California LLC. Pursuant to the Agreement and Plan of Merger, the units
of California LLC were automatically converted into shares of Asset Entities. in the same proportion as the percentage interests of California
LLC represented by such units. As a result and as further provided in the Agreement and Plan of Merger, on March 28, 2022, Asset Entities
Holdings, LLC, a Texas limited liability company ("AEH"), which owned 97.56% of California LLC's units, became the holder
of 1,951,200 shares of Class A Common Stock of Asset Entities, or 97.56% of the total issued and outstanding post-merger shares of common
stock of Asset Entities, and a holder of 2.44% of California LLC's units became the holder of 48,800 shares of Class B Common Stock
of Asset Entities, or 2.44% of the total issued and outstanding post-merger shares of common stock of Asset Entities.

 Capital Structure

 Under the Company's Articles of Incorporation,
as amended (the "Articles of Incorporation"), we are authorized to issue two classes of common stock, Class A Common Stock
and Class B Common Stock, and any number of classes of preferred stock. Class A Common Stock is entitled to ten votes per share on proposals
requiring or requesting stockholder approval, and Class B Common Stock is entitled to one vote on any such matter. A share of Class A
Common Stock may be voluntarily converted into a share of Class B Common Stock. A transfer of a share of Class A Common Stock will result
in its automatic conversion into a share of Class B Common Stock upon such transfer, subject to certain exceptions, including that the
transfer of a share of Class A Common Stock to another holder of Class A Common Stock will not result in such automatic conversion. Class
B Common Stock is not convertible. Other than as to voting and conversion rights, the Company's Class A Common Stock and Class B
Common Stock have the same rights and preferences and rank equally, share ratably and are identical in all respects as to all matters.

 Holders of the Series A Preferred Stock generally
have the right to vote on an as-converted basis with the Class B Common Stock, to the extent that such conversion would not cause such
holder's beneficial ownership of Class B Common Stock to exceed 4.99% of the outstanding Class B Common Stock, which may be increased
by the holder to up to 9.99% upon no fewer than 61 days' prior notice.

 As of March 25, 2025, AEH owns all of the 1,000,000
shares of our outstanding Class A Common Stock. The shares of Class A Common Stock held by AEH are controlled by its officers and managers,
all of whom are also some of our officers and directors. AEH also owns 250,000 shares of our Class B Common Stock. There are 13,413,162
shares of Class B Common Stock issued and outstanding as of March 25, 2025. AEH therefore controls 10,250,000 votes, or approximately
42.6% of all voting rights. In addition, our directors and officers collectively hold 260,689 shares of Class B Common Stock. Combining
their control of AEH's shares of Class A Common Stock and Class B Common Stock and their own shares of Class B Common Stock, our
officers and directors collectively control 10,510,689 votes, or approximately 43.6% of total voting power. Management's concentrated
voting power may limit or preclude the ability of others to influence corporate matters including significant business decisions for the
foreseeable future.

 Organizational Structure

 The following diagram depicts our organizational structure as of March
25, 2025. This diagram includes our stockholder of Class A Common Stock, stockholders of Class B Common Stock subject to restrictions
on transfer, as a group, and our public stockholders of Class B Common Stock, as a group. The Class A Common Stock and Class B Common
Stock holdings of these stockholders is also depicted.

 As of the date of this Annual Report, we have no subsidiaries.

 Our principal executive offices are located at
100 Crescent Ct, 7th Floor, Dallas, TX 75201 and our telephone number is (214) 459-3117. We maintain a website at
Information available on our website is not incorporated by reference in and is not deemed a part of this Annual Report. Our fiscal year
ends December 31. Neither we nor any of our predecessors have been in bankruptcy, receivership or any similar proceeding.

 ITEM 1A. RISK FACTORS.

 An investment in our securities involves a
high degree of risk. You should carefully read and consider all of the risks described below, together with all of the other information
contained or referred to in this Annual Report, before making an investment decision with respect to our securities. If any of the following
events occur, our financial condition, business and results of operations (including cash flows) may be materially adversely affected.
In that event, the market price of our shares could decline, and you could lose all or part of your investment.

 Risks Related to Our Business and Industry

 We have a limited operating history, which
may make it difficult to evaluate our business and prospects.

 The Company is an early, startup stage entity
with little operating history. The revenue and income potential of the Company's business and market are unproven. The Company's
limited operating history makes an evaluation of the Company and its prospects difficult and highly speculative. There can be no assurances
that: (a) The Company will be able to develop products or services on a timely and cost effective basis; (b) the Company will be able
to generate any increase in revenues; (c) the Company will have adequate financing or resources to continue operating its business and
to provide services to customers; (d) the Company will earn a profit; (e) the Company can raise sufficient capital to support operations
by attaining profitability; or (f) the Company can satisfy future liabilities.

 The Company may experience negative cash
flow.

 We had a net loss for the years ended December
31, 2024 and 2023. The Company intends to increase expenditures to develop its business and, as a result, may continue to incur losses.
There can be no assurance that the Company will achieve significant revenues or profitability. There can be no assurance that the Company
will be able to raise additional capital on acceptable terms and conditions, if at all. In the event the Company does achieve rapid sales
growth and raise additional capital to fund its current liabilities and burn rate, there is a risk that the Company could fail. There
can be no assurances that the Company will be able to retain or attract qualified personnel if it is not able to get to profitability
in the foreseeable future.

 The Company may need to raise additional
capital to support its operations.

 The Company may need to procure additional financing
over time, the amount and timing of which will depend on a number of factors, including the pace of expansion of the Company's opportunities
and customer base, the scope of service development to be undertaken by the Company, the need to respond to customer needs for improvement
of service offerings, the services offered and development efforts, the cash flow generated by its operations, the extent of losses, if
any with respect to matters identified as risk factors herein and the extent of other unanticipated areas or amounts of expenditure. The
Company cannot fully predict the extent to which it will require additional financing. There can be no assurance regarding the availability
or terms of additional financing the Company may be able to procure over time. Any new investor may require that any future debt financing
or issuance of preferred equity by the Company could be senior to the rights of stockholders, and any future issuance of equity could
result in the dilution of the value of our shares.

 The Company may incur significant losses,
and there can be no assurance that the Company will ever become a profitable business.

 We had a net loss for the years ended December
31, 2024 and 2023. It is anticipated that the Company may continue to sustain operating losses. Its ability to become and/or remain profitable
depends in material part on success in growing and expanding the Company's products and services. There can be no assurance that
this will occur. Unanticipated problems and expenses often encountered in offering new and unique products or services may impact whether
the Company is successful. Furthermore, the Company may encounter substantial unexpected expenses related to development, technological
changes, marketing, insurance, legal or regulatory requirements and changes to such requirements or other unforeseen difficulties. There
can be no assurance that the Company will become or remain profitable. If the Company sustains losses over a period of time, it may be
unable to continue in business.

 The Company's future revenue and operating
results are unpredictable and may fluctuate significantly.

 We had a net loss for the years ended December
31, 2024 and 2023. It is difficult to accurately forecast the Company's revenues and operating results, and they could continue
to fluctuate in the future due to a number of factors. These factors may include: Acceptance of the Company's products and services;
the amount and timing of operating costs and capital expenditures; competition from other market venues or services that may reduce market
share and create pricing pressure; and adverse changes in general economic, industry and regulatory conditions and requirements. The Company's
operating results may fluctuate from year to year due to the factors listed above, others described in Part II Item 7. " Management's
Discussion and Analysis of Financial Condition and Results of Operations ", or not listed. At times, these fluctuations may be
significant.

 If we are unable to maintain our good standing
with the social media platforms where we operate, our business will suffer.

 We expect to generate substantially all of our
revenue through social media, marketing agreements, and performing services in connection with social media platforms. Any deterioration
in our relationship with these social media platforms would harm our business. We will be subject to Discord's, TikTok's,
Instagram's, YouTube's, X's, Apple's and Google's standard terms and conditions, which govern the promotion,
distribution and operation of the various aspects of the operations of the Company. In particular, without being able to use TikTok and
other dominant social media as platforms for our social influencers to disseminate marketing and other content, we may not succeed. In
July 2021, our co-founder, Executive Vice-Chairman and Chief Marketing Officer, Kyle Fairbanks, was temporarily banned from TikTok for
posting a comment that TikTok had determined had violated its terms of service. Although Mr. Fairbanks's comment was about the Robinhood/GameStop
meme stock phenomenon and Mr. Fairbanks believed that he was merely "looking out for the little guy" when he posted the comment
in support of the retail investors, TikTok imposed a temporary ban on Mr. Fairbanks. Although TikTok subsequently lifted its ban on Mr.
Fairbanks and Mr. Fairbanks has not experienced similar issues since the incident, there is no assurance that TikTok or any other service
will permit our key influencers like Mr. Fairbanks from using their services in the future.

 Our business would also be harmed if:

 Discord, TikTok, Instagram, YouTube, X, Apple, Google, or other social media companies whose services
we use to market our services, establish terms or conditions which have the effect of discontinuing or limiting our access to their platforms;

 These companies modify their terms of service or other policies, including fees charged to, or other restrictions
on, and change how the personal information of its users is made available on their respective platforms or shared by users; or

 These companies develop their own competitive offerings.

 In addition, these companies have broad discretion
to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us. Any such changes in
the future could significantly alter how users experience our product and services and interact with our application or in our community,
which may harm our business.

 The regulation of social media services,
and the ban of TikTok in the United States in particular, may threaten our ability to market and promote our services effectively.

 As laws and regulations and public opinion rapidly
evolve to govern the use of social media platforms, our ability to use certain platforms, including TikTok in particular, as marketing
tools may become limited, restricted or more expensive or complicated, which could adversely impact our business and operating results.
On April 24, 2024, President Biden signed into law the PAFACA Act requiring TikTok's parent company to sell TikTok by January 19,
2025 or face a total ban in the United States. On January 20, 2025, President Trump instructed the Attorney General of the United States
not to take any action to enforce the PAFACA Act for a period of 75 days. There can be no assurance that TikTok's parent company
will sell TikTok to a non-Chinese owner or that the PAFACA Act will not be enforced.

 Our business has relied on the ability of our
social influencers to use social media in general, and TikTok in particular, to reach its target consumers. We have also expended resources
to acquire assets such as the TikTok Money Machine and use our status as a TikTok Shop Partner to expand our services and generate revenues.
The loss of access to these platforms by these consumers due to the PAFACA Act or other legal restrictions, could threaten our ability
to market and promote our services effectively and cause material adverse effects to our business prospects. In addition, the failure
by us, our employees, our network of social media influencers, or third parties acting at our direction to abide by applicable laws and
regulations in the use of social media platforms or otherwise, including intellectual property laws and tax reporting and compliance requirements,
could subject us to regulatory investigations, class action lawsuits, liability, taxes, fines or other penalties and have a material adverse
effect on our business, financial condition and operating results.

 Risks relating to the blockchain, cryptocurrencies,
and NFT industries may cause material adverse effects on our business operations.

 There are a number of unique risks to investments
in digital assets such as cryptocurrencies and NFTs which use blockchain technologies in retail and commercial marketplaces. Currently,
there is a relatively limited use for such digital assets. Moreover, the regulations governing such assets and underlying blockchain technologies
are at present limited and have not prevented significant and sudden losses in the value of such assets. We believe that these and other
risks have contributed to the price volatility of these assets. If, due to the unique risks of these types of assets, any of our paying
subscribers or other members or followers believe that our education and entertainment services relating to these industries have caused
them to incur losses on their investments, we may lose or fail to expand our Discord paying subscriber base and related revenues, and
be unable to sustain or gain credibility with other current and potential social media followers, which may have a material adverse effect
on our business, results of operations, financial condition and cash flow, as well as require additional resources to rebuild our brand
and reputation.

 If demand for our services does not develop
as expected, our projected revenues and profits will be affected.

 Our future profits are influenced by many factors,
including economics, technology advancements, and world events and changing customer preferences. We believe that the markets for our
services will continue to grow, that we will be successful in marketing our services in these markets. If our expectations as to the size
of these markets and our ability to sell our products and services in this market are not correct, our revenue may not materialize and
our business will be adversely affected.

 The Company will be subject to risk associated
with the development of new products or services.

 The Company's business objectives contemplate
ongoing development of new processes, products, services and applications. There can be no assurance that the Company will have sufficient
funds available to fund any of these projects or that the projects will be completed on time or within budget. It is likely that certain,
if not many, of the aspects of the business objectives will not proceed as contemplated.

 The Company may not be able to create and
maintain a competitive advantage, given the rapid technological and other competitive changes affecting all markets nationally and worldwide.
The Company's success will depend on its ability to keep pace with any such changes.

 The potential markets for the Company's
products and services are characterized by rapidly changing technology, evolving industry standards, frequent enhancements to existing
services, the introduction of new services and products, and changing customer demands. The Company's success could depend on the
Company's ability to respond to changing standards and technologies on a timely and cost-effective basis. In addition, any failure
by the Company to anticipate or respond adequately to changes in technology and customer preferences could have a material adverse effect
on its financial condition, operating results and cash flow.

 The technology area is subject to rapid
change, and there are risks associated with new products and services.

 Software-driven products and services are characterized
by rapidly changing technology. The Company's products and services may require continual improvement in order to satisfy the demand
by the Company's customers for new features and capabilities. The Company's future success will depend upon its ability to
introduce products and services and to add new features and enhancements that keep pace with technological and market developments. The
development of new services and products and the enhancement of existing services and products entail significant technical risks. There
can be no assurance that the Company will be successful in (i) developing, maintaining and improving one or more products; (ii) effectively
using new technologies; (iii) adapting its services and products to emerging industry standards; or (iv) developing, introducing and marketing
service and product enhancements or new services and products. Furthermore, there can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful development, introduction or marketing of these services and products, or that
its new service and product enhancements will adequately satisfy the requirements of the marketplace and achieve market acceptance. If
the Company is unable, for technical or other reasons, to develop and introduce new services and products or enhancements of existing
services and products in a timely manner in response to changing market conditions or customer requirements, or if new services and products
do not achieve market acceptance, the Company's business, results of operations or financial condition could be materially and adversely
affected.

 If our paying subscribers are not satisfied
with our Discord subscription services, we may face additional cost, loss of profit opportunities, damage to our reputation, or legal
liability.

 We depend, to a large extent, on our relationships
with our Discord servers' paying subscribers, and our reputation for high-quality education and entertainment material. If a paying
subscriber is not satisfied with our services, it could cause us to incur additional costs and impair profitability, loss of the paying
subscriber relationship, or legal liability. For example, although we prominently warn paying subscribers and all other members that our
investment education and entertainment content should not be relied upon for making investment decisions, a paying subscriber may claim
that they suffered losses due to reliance on our investment education and entertainment content, which poses risks of liability exposure
and costs of defense and increased insurance premiums. Many of our paying subscribers and other members actively share information among
themselves about the quality of service they receive from us. Accordingly, the perception of poor service by any paying subscriber or
other member may negatively impact our relationships with multiple other paying subscribers or other members.

 Our services are based in a new and unproved
market and are subject to the risks of failure inherent in the development of new products and services.

 Because the Company's business is based
on new technologies, we are subject to risks of failure that are particular to new technologies, including the possibility that:

 our new approach will not result in any products or services that gain market acceptance;

 the Company's services could be restricted;

 proprietary rights of third parties may preclude us from marketing our new product and services; or

 third parties may market superior or more cost-effective products or services.

 As a result, our activities may not result in
a commercially viable product or service, which would harm our sales, revenue and financial condition.

 Our business depends on a strong brand,
and if we are not able to maintain and enhance our brand, our ability to expand our customer base will be impaired and our business and
operating results will be harmed.

 We believe that the development of our brand identity
will be critical to the success of our business. Maintaining and enhancing our brand may require us to make substantial investments, and
these investments may not be successful. If we fail to establish and promote the brand, or if it incurs excessive expenses in this effort,
our business, operating results and financial condition will be materially and adversely affected.

 The social media, education, and community-based
platform sectors are subject to rapid technological change and, to compete, we must continually evolve and upgrade the user experience
to enhance our business.

 We must continue to enhance and improve the performance,
functionality and reliability of our business. This area is characterized by rapid technological change, changes in user requirements
and preferences, frequent new product and services introductions embodying new technologies and the emergence of new industry standards
and practices that could render our products and services obsolete. Our success will depend, in part, on our ability to both internally
further develop and market leading brands and businesses and to continually grow our community-based platforms and increase visibility
and reach across social media platforms. The development of our proprietary technology involves significant technical and business risks.
We may fail to use new technologies effectively or to adapt our proprietary technology and systems to customer requirements or emerging
industry standards. If we are unable to adapt to changing market conditions, customer requirements or emerging industry standards, we
may not be able to either generate revenue or expand our business.

 The Company operates in a highly competitive
industry and there can be no assurance that the Company will be able to compete successfully.

 The Company competes with many other social media
and community-based platform companies. Many of those companies are larger, more experienced and better funded than the Company. In addition,
due to the unique services that the Company is providing, it is likely that, over time, several key competitors will emerge, which likely
will be better funded than the Company, and the marketplace may have difficulties in differentiating between the quality and scope of
the competitors' offerings, or the competitors' services may be superior to those of the Company.

 We are dependent on the continued services
and performance of our senior management and other key employees, the loss of any of whom could adversely affect our business, operating
results and financial condition.

 Our future performance depends on the continued
services and contributions of our senior management and other key employees, including our co-founders and leading social media influencers:
Arshia Sarkhani, our Chief Executive Officer and President; Kyle Fairbanks, our Executive Vice-Chairman and Chief Marketing Officer; Jackson
Fairbanks, our Director of Socials; and Arman Sarkhani, our Chief Operating Officer. Without these key executives and employees, we may
not have the ability to execute on our business plans and to identify and pursue new opportunities and service innovations. The loss of
services of senior management or other key employees could significantly delay or prevent the achievement of our development and strategic
objectives. The loss of the services of our senior management or other key employees for any reason could adversely affect our business,
financial condition and operating results. We do not presently maintain any key man life insurance policies.

 If our co-founders were to experience a
loss to their social media followings, it could adversely affect our business, operating results and financial condition.

 Our future performance depends on the ability
of our co-founders and leading social media influencers, Arshia Sarkhani, Kyle Fairbanks, Jackson Fairbanks, and Arman Sarkhani, to retain
and grow their social media followings and fanbase by creating quality content that meets the changing preferences of the consumer market.
If they were to experience a significant loss of followers on any of their social media accounts, such as Discord, TikTok, Instagram,
or X, it could have a negative impact on our business.

 Followers
on social media in general often fluctuate significantly due to external factors that are not predictable. Changes in consumers'
tastes or a change in the perceptions of our co-founders or business partners, whether as a result of the social and political climate
or otherwise, could adversely affect our operating results. Our failure to avoid a negative perception among consumers or anticipate and
respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand
for our services, or reduced social media followings, which could adversely affect our business, financial condition and operating
results.

 Our business depends on our ability to attract
and retain talented qualified employees or key personnel.

 Our success depends to a significant degree upon
our ability to attract, retain and motivate skilled and qualified personnel. Recruiting and retaining the skilled personnel we require
to maintain and grow our market position may be difficult. The market for highly skilled workers and leaders in our industry is extremely
competitive. If we do not succeed in attracting, hiring, integrating, retaining and motivating excellent personnel, we may be unable to
grow effectively. Our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

 We may not be able to manage future growth
effectively.

 If our business plans are successful, we may experience
significant growth in a short period of time and potential scaling issues. Should we grow rapidly, our financial, management and operating
resources may not expand sufficiently to adequately manage our growth. If we are unable to manage our growth, our costs may increase disproportionately,
our future revenues may stop growing or decline and we may face dissatisfied customers. Our failure to manage our growth may adversely
impact our business and the value of your investment.

 We may have difficulty scaling and adapting
our existing infrastructure to accommodate a larger customer base, technology advances or customer requirements.

 In the future, advances in technology, increases
in traffic, and new customer requirements may require us to change our infrastructure, expand our infrastructure or replace our infrastructure
entirely. Scaling and adapting our infrastructure are likely to be complex and require additional technical expertise. If we are required
to make any changes to our infrastructure, we may incur substantial costs and experience delays or interruptions in our service. These
delays or interruptions may cause customers to become dissatisfied with our service and move to competing service providers. Our failure
to accommodate increased traffic, increased costs, inefficiencies or failures to adapt to new technologies or customer requirements and
the associated adjustments to our infrastructure could harm our business, financial condition and results of operations.

 If the Company fails to develop or protect
its intellectual property adequately, the Company's business could suffer.

 The Company has attempted, and may attempt, to
develop certain intellectual property of its own, but cannot assure that it will be able to obtain exclusive rights in trade secrets,
patents, trademark registrations and copyright registrations. At this time, the Company is unsure of what types of intellectual property
might be developed. The cost of developing, applying for and obtaining such enforceable rights is expensive. Even after such enforceable
rights are obtained, there are significant costs for maintaining and enforcing them. The Company may lack the resources to put in place
exclusive protection and enforcement efforts. Also, certain of the Company's service offerings draw from publicly available technology
in the marketplace. The Company's failure to obtain or maintain adequate protection of its intellectual property rights for any
reason could have a material adverse effect on its business, financial condition and results of operations.

 The Company may seek to enforce its intellectual
property rights on others through litigation. The Company's claims, even if meritorious, may be found invalid or inapplicable to
a party the Company believes infringes or has misappropriated its intellectual property rights. In addition, litigation can:

 be expensive and time-consuming to prosecute or defend;

 result in a finding that the Company does not have certain intellectual property rights or that such rights
lack sufficient scope or strength;

 divert management's attention and resources; or

 require the Company to license its intellectual property.

 The Company may rely on trademarks or service
marks to establish a market identity for its products or services. To maintain the value of the Company's trademarks or service
marks, the Company might have to file lawsuits against third parties to prevent them from using marks confusingly similar to or dilutive
of the Company's registered or unregistered trademarks or service marks. The Company also might not obtain registrations for its
pending or future trademark or service marks applications, and might have to defend its registered trademarks or service marks and pending
applications from challenge by third parties. Enforcing or defending the Company's registered and unregistered trademarks or service
marks might result in significant litigation costs and damages, including the inability to continue using certain marks.

 The laws of foreign countries in which the Company
may contemplate doing business in the future may not recognize intellectual property rights or protect them to the same extent as do the
laws of the United States. Adverse determinations in a judicial or administrative proceeding could prevent the Company from offering or
providing its products or services or prevent the Company from stopping others from offering or providing competing services, and thereby
have a material adverse effect on the Company's business, financial condition, and results of operations.

 The Company's products, services or
processes could be subject to claims of infringement of the intellectual property of others.

 Claims that the Company's products, services,
business methods, or processes infringe upon the proprietary rights of others may not be asserted until after commencement of commercial
sales of its offerings. Significant litigation regarding intellectual property rights exists in the Company's industry. Third parties
may make claims of infringement against the Company in connection with the use of its technology. Any claims, even those without merit,
could:

 be expensive and time-consuming to defend;

 cause the Company to cease making, licensing, or using services that incorporate the challenged intellectual
property;

 divert management's attention and resources; or

 require the Company to enter into royalty or licensing agreements in order to obtain the right to use
a necessary feature of any of the Company's current or proposed products, services, business methods, or processes.

 The Company cannot be certain of the outcome of
any litigation. Any royalty or licensing agreement, if required, may not be available to the Company on acceptable terms or at all. The
Company's failure to obtain the necessary licenses or other rights could prevent the development or distribution of the Company's
products and services and, therefore, could have a material adverse effect on the Company's business.

 We may experience disruption to our servers
or our software which could cause us to lose customers.

 Our ability to successfully create and deliver
our content or manage and deploy our products and services will depend in large part on the capacity, reliability and security of our
networking hardware, software and telecommunications infrastructure. Failures of our network infrastructure could result in unanticipated
expenses to address such failures and could prevent our customers from effectively utilizing our services, which could prevent us from
retaining and attracting customers. We currently have a limited disaster recovery plan in place. Our system will be susceptible to natural
and man-made disasters, including global pandemics, war, terrorism, earthquakes, fires, floods, power loss and vandalism. Further, telecommunications
failures, computer viruses, electronic break-ins or other similar disruptive problems could adversely affect the operation of our systems.
Such a disruption could cause us to lose customers and possibly subject the Company to litigation, any of which could have a material
adverse effect on our business. Our insurance policies may not adequately compensate us for any losses that may occur due to any damages
or interruptions in our systems. Accordingly, we could incur capital expenditures in the event of unanticipated damage. In addition, our
paying subscribers and other members and followers will depend on Internet service providers, or ISPs, for access to our website, Discord
servers, and, if we develop one, our mobile app. In the past, ISPs, websites and mobile apps have experienced significant system failures
and could, in the future, experience outages, delays and other difficulties due to system failures unrelated to our systems. These problems
could harm our business by preventing our customers from effectively utilizing our services.

 A failure or breach of our security systems
or infrastructure as a result of cyberattacks could disrupt our business, result in the disclosure or misuse of confidential or proprietary
information, damage our reputation, increase our costs and cause losses.

 Information security risks for technology companies,
such as the Company, have significantly increased in recent years in part because of the proliferation of new technologies, the use of
the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of
organized crime, hackers, terrorists and other external parties. These threats may derive from fraud or malice on the part of our employees
or third parties, or may result from human error or accidental technological failure. These threats include cyberattacks, such as computer
viruses, malicious code, phishing attacks or information security breaches.

 Our operations will, in part, rely on the secure
processing, transmission and storage of confidential proprietary and other information in our computer systems and networks. Our customers
will rely on our digital technologies, computer, email and messaging systems, software and networks to conduct their operations or to
utilize our products or services. In addition, to access our products and services, our customers will use personal smartphones, tablet
computers and other mobile devices that may be beyond our control.

 If a cyberattack or other information security
breach occurs, it could lead to security breaches of the networks, systems or devices that our customers use to access our products and
services which could result in the unauthorized disclosure, release, gathering, monitoring, misuse, loss or destruction of confidential,
proprietary and other information (including account data information) or data security compromises. Such events could also cause service
interruptions, malfunctions or other failures in the physical infrastructure or operations systems that will support our businesses and
customers, as well as the operations of our customers or other third parties. Any actual attacks could lead to damage to our reputation
with our customers and other parties and the market, additional costs to the Company (such as repairing systems, adding new personnel
or protection technologies or compliance costs), regulatory penalties, financial losses to both us and our customers and collaborators
and the loss of customers and business opportunities. If such attacks are not detected immediately, their effect could be compounded.

 Although we will attempt to mitigate these risks,
there can be no assurance that we will be immune to these risks and not suffer losses in the future.

 Certain stockholders have substantial influence
over our company, and their interests may not be aligned with the interests of other stockholders.

 A small number of stockholders have significant
influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets,
election of directors and other significant corporate actions. This concentration of ownership may also have the effect of discouraging,
delaying or preventing a future change of control. For further discussion, please see " —Risks Related to Ownership of Our
Class B Common Stock – The structure of our common stock has the effect of concentrating voting control with certain Asset Entities
officers and directors; this will limit or preclude your ability to influence corporate matters. It may also limit the price and liquidity
of our common stock due to its ineligibility for inclusion in certain stock market indices. "

 Current market conditions and recessionary
pressures in one or more of the Company's markets could impact the Company's ability to grow its business.

 The U.S. economy faces continued concerns about
the systemic impacts of adverse economic conditions such as the U.S. deficit, historically high interest rates and the continued availability
and cost of credit, the renewed threat of high inflation, volatile energy costs, geopolitical issues, ongoing supply chain disruptions,
the ongoing impact of the COVID-19 pandemic and threats from other potential pandemics, and unstable financial and real estate markets.
Foreign countries, including those in the Euro zone, are affected by similar systemic impacts. Turbulence in the United States and international
markets and economic conditions may adversely affect the Company's liquidity and financial condition, and the liquidity and financial
condition of the Company's customers. If these market conditions occur, they may limit the Company's ability, and the ability
of the Company's customers, to replace maturing liabilities and to access the capital markets to meet liquidity needs, which could
have a material adverse effect on the Company's financial condition and results of operations. There is no assurance that the Company's
products and services will be accepted in the marketplace.

 Our ability to use our net operating loss
carryforwards and certain other tax attributes may be limited.

 We have incurred net
losses since our inception in 2020, and we may never achieve or sustain profitability. Federal net operating loss, or NOL, carryforwards
we generated since our incorporation in March 2022 may be carried forward indefinitely but may only be used to offset 80% of our taxable
income annually. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, if a corporation undergoes an "ownership
change," generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders
over a three-year period, the corporation's ability to use its pre-change NOL carryforwards and other pre-change tax attributes
(such as research tax credits) to offset its post-change income or taxes may be limited. We have not completed a study to assess whether
an ownership change for purposes of Section 382 or 383 has occurred, or whether there have been multiple ownership changes since our inception.
For purposes of Section 382 or 383, we may have experienced ownership changes in the past and may experience ownership changes in the
future as a result of shifts in our stock ownership (some of which shifts are outside our control). As a result, if we earn net taxable
income, our ability to use our pre-change NOL carryforwards or other pre-change tax attributes to offset such taxable income or the tax
thereon will be subject to limitations. Similar provisions of state tax law may also apply to limit our use of accumulated state tax attributes.
Therefore, if we attain profitability, we may be unable to use a material portion of our NOL carryforwards and other tax attributes, which
could adversely affect our future cash flows.

 Risks Related to Government Regulation and Being a Public Company

 We may incur liability
as a result of information retrieved from or transmitted over the Internet or published using our services or services of social media
platforms, or as a result of claims related to our services or services of social media platforms, and legislation regulating content
on social media platforms may require us to change our services or business practices and may adversely affect our business and financial
results.

 As the owner of several Discord servers and reliance
on social media for our own and our clients' promotional campaigns, we may face claims or enforcement actions relating to information
or content that is published or made available on social media platforms where our content or our users' content is posted, or relating
to our policies or the policies of Discord and other social media platforms on which our content or our users' content is posted,
notwithstanding our or the respective platforms' best efforts to enforce such policies. In particular, the nature of our social
media-based business exposes us to claims related to defamation, dissemination of misinformation or news hoaxes, discrimination, harassment,
intellectual property rights, rights of publicity and privacy, personal injury torts, laws regulating hate speech or other types of content,
online safety, consumer protection, and breach of contract, among others. This risk is enhanced in certain jurisdictions outside the United
States where our protection from liability for third-party actions may be unclear or where we may be less protected under local laws than
we are in the United States. For example, in April 2019, the European Union passed a directive (the European Copyright Directive) expanding
online platform liability for copyright infringement and regulating certain uses of news content online, which the EU member states have
since implemented into their national laws. In addition, the European Union revised the European Audiovisual Media Service Directive to
apply to online video-sharing platforms, which member states are implementing. Additionally, Brazil has an intermediary liability framework
limiting liability for third-party content, which has been challenged as unconstitutional and is under review by the Brazilian Supreme
Court. In the United States, in 2023, the U.S. Supreme Court heard oral argument in a matter in which the scope of the protections available
to online platforms under Section 230 of the Communications Decency Act ("Section 230") was at issue, but it ultimately declined
to address Section 230 in its decision. There also have been, and continue to be, various other litigation concerning, and state and federal
legislative and executive efforts to remove or restrict, the scope of the protections under Section 230, as well as to impose new obligations
on online platforms with respect to commerce listings, user access and content, counterfeit goods and copyright-infringing material, and
our current protections from liability for third-party content in the United States could decrease or change. We could incur significant
costs investigating and defending such claims and, if we are found liable, significant damages.

 We could also face fines, orders restricting or
blocking our services in particular geographies, or other government-imposed remedies as a result of our content or the content hosted
on our services. For example, numerous countries in Europe, the Middle East, Asia-Pacific, and Latin America are considering or have implemented
certain content removal, law enforcement cooperation, and disclosure obligation legislation imposing potentially significant penalties,
including fines, service throttling, or advertising bans, for failure to remove certain types of content or follow certain processes.
Content-related legislation also may require us in the future to change our services or business practices, increase our costs, or otherwise
impact our operations or our ability to provide services in certain geographies. For example, the European Copyright Directive requires
certain online services to obtain authorizations for copyrighted content or to implement measures to prevent the availability of that
content, which may require us to make substantial investments in compliance processes. Member states' laws implementing the European
Copyright Directive may also require online platforms or businesses that rely on them, like ours, to pay for content. In addition, our
products and services are subject to new restrictions and requirements, and our compliance costs may significantly increase, as a result
of the Digital Services Act in the European Union, and other content-related legislative developments such as the Online Safety and Media Regulation
Act in Ireland and the Online Safety Act in the United Kingdom. Certain countries have also implemented or proposed legislation that
may require us to pay publishers for certain news content shared on our products. In the United States, changes to the protections
available under Section 230 or the First Amendment to the U.S. Constitution or new state or federal content-related legislation may
increase our costs or require significant changes to our services, business practices, or operations, which could adversely affect user
growth and engagement. Any of the foregoing events could adversely affect our business and financial results.

 We are not currently
registered as an investment adviser and if we should have registered as an investment adviser, our failure to do so could subject us to
civil and/or criminal penalties.

 Certain services provided
by the Company may cause the Company to meet the definition of "investment adviser" in the Investment Advisers Act of 1940,
or Investment Advisers Act, and similar state laws. Under the Investment Advisers Act, an "investment adviser" is defined
as a "person who, for compensation, engages in the business of advising others, either directly or through publications or writings,
as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and
as part of a regular business, issues or promulgates analyses or reports concerning securities." In particular, certain of the content
on the Company's Discord servers, such as trading diaries posted by the Company's personnel, and other content available on
the Company's social media channels, may constitute investment advice. In addition, in general, disclaimers, such as those included
with the Company's posts on Discord and other social media, do not change the character of the advice provided for Investment Advisers
Act purposes.

 The Company relies on
the "publisher's exclusion" from the definition of "investment adviser" under Section 202(a)(11)(D) of the
Investment Advisers Act, as interpreted by legal precedent. The publisher's exclusion requires that product or service offerings
must be: (1) of a general and impersonal nature, in that the research provided is not adapted to any specific portfolio or any client's
particular needs; (2) "bona fide" or genuine, in that it contains disinterested discussion and analysis as opposed to promotional
material; and (3) of general and regular circulation, in that it is not timed to specific market activity or to events affecting, or having
the ability to affect, the securities industry. The basis for reliance on such exclusion will depend on a facts-and-circumstances analysis.
We intend at all times to operate our business in a manner as to not become inadvertently subject to the regulatory requirements under
the Investment Advisers Act.

 If we meet the definition
of "investment adviser" in the Investment Advisers Act, and do not meet the requirements for reliance on the "publisher's
exclusion" from the definition of "investment adviser" or another exclusion, exemption, or exception from the registration
requirements under the Investment Advisers Act, we will have to register as an investment adviser with the SEC pursuant to the Investment
Advisers Act and potentially with one or more states under similar state laws. Registration requirements for investment advisers are significant.
If we are deemed to be an investment adviser and are required to register with the SEC and potentially one or more states as an investment
adviser, we will become subject to the requirements of the Investment Advisers Act and the corresponding state laws. The Investment Advisers
Act imposes: (i) fiduciary duties to clients; (ii) substantive prohibitions and requirements; (iii) contractual requirements; (iv) record-keeping
requirements; and (v) administrative oversight by the SEC, primarily by inspection. These requirements and obligations can be burdensome
and costly. If it is deemed that we are out of compliance with such rules and regulations, we may also be subject to civil and/or criminal
penalties. Applicable state laws may have similar or additional requirements. If we are required to register under these laws, we
may no longer be able to continue to offer our investment education and entertainment services, which may have a significant adverse impact
on our business and results of operations.

 We will face growing
regulatory and compliance requirements which can be costly and time-consuming.

 New and evolving regulations
and compliance standards for cybersecurity, data protection, privacy, and internal IT controls are often created in response to the tide
of cyberattacks and will increasingly impact organizations like our company. Existing regulatory standards require that organizations
implement internal controls for user access to applications and data. In addition, data breaches are driving a new wave of regulation,
such as the GDPR, with stricter enforcement and higher penalties. Regulatory and policy-driven obligations require expensive and time-consuming
compliance measures. The fear of non-compliance, failed audits, and material findings has pushed organizations to spend more to ensure
they are in compliance, often resulting in costly, one-off implementations to mitigate potential fines or reputational damage. The high
costs associated with failing to meet regulatory requirements, combined with the risk of fallout from security breaches, may force us
to spend additional time and money ensuring we will meet future regulatory requirements.

 Failure to comply with data privacy and
security laws and regulations could adversely affect our operating results and business.

 In the ordinary course of our business, we might
collect and store in our internal and external data centers, cloud services and networks sensitive data, including our proprietary business
information and that of our customers, suppliers and business collaborators, as well as personal information of our customers and employees.
The secure processing, maintenance and transmission of this information is critical to our operations and business strategy. The number
and sophistication of attempted attacks and intrusions that companies have experienced from third parties has increased over the past
few years. Despite our security measures, it is impossible for us to eliminate this risk.

 U.S. federal data privacy laws include the CAN-SPAM
Act, which, among other things, restricts data collection and use in connection with CAN-SPAM Act's opt-out process requirements
for senders of commercial emails; and COPPA, which regulates the collection of information by operators of websites and other electronic
solutions that are directed to children under 13 years of age, although our website and app user terms of service and privacy policy expressly
prohibit children under 13 from submitting information to or on our website or app. These laws and regulations promulgated under these
laws restrict our collection, processing, storage, use and disclosure of personal information, may require us to notify individuals of
our privacy practices and provide individuals with certain rights to prevent the use and disclosure of protected information, and mandate
certain procedures with respect to safeguarding and proper description of stored information.

 Moreover, certain laws and regulations of U.S.
states and the EU impose similar or greater data protection requirements and may also subject us to scrutiny or attention from regulatory
authorities. For example, the EU and California have passed comprehensive data privacy laws, the EU GDPR and the CCPA and regulations
promulgated under the CCPA, respectively, which impose data protection obligations on enterprises, including limitations on data uses
and constraints on certain uses of sensitive data. Of particular importance, the CCPA, which became effective on January 1, 2020, limits
how we may collect and use personal information, including by requiring companies that process information relating to California residents
to make disclosures to consumers about their data collection, use and sharing practices, provide consumers with rights to know and delete
personal information and allow consumers to opt out of certain data sharing with third parties. The CCPA also creates an expanded definition
of personal information, imposes special rules on the collection of consumer data from minors, and provides for civil penalties
for violations, as well as a private right of action for data breaches that is expected to increase the likelihood and cost of data breach
litigation. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and
policies and incur substantial costs and expenses in compliance and potential ligation efforts. Effective January 1, 2023, we also
became subject to the CPRA in California, which expands upon the consumer data use restrictions, penalties and enforcement provisions
under the CCPA.

 In addition, similar consumer data privacy laws
have been passed and either are in effect or will become effective within the next 12 months in a number of other states, including Virginia
(effective January 1, 2023); Colorado (effective July 1, 2023); Connecticut (effective July
1, 2023); Utah (effective December 31, 2023); Texas (effective July 1, 2024); Oregon (effective July 1, 2024); Montana (effective October
1, 2024); Iowa (effective January 1, 2025); Delaware (effective January 1, 2025); Nebraska (effective January 1, 2025); New Hampshire
(effective January 1, 2025); New Jersey (effective January 15, 2025); Minnesota (effective July 1, 2025); Tennessee (effective July 1,
2025); Maryland (effective October 1, 2025); Indiana (effective January 1, 2026); Kentucky (effective January 1, 2026); and Rhode Island
(effective January 1, 2026). Further, there are several legislative proposals in the United States, at both the federal and state level,
that could impose new privacy and security obligations. We cannot yet determine the impact that these laws and regulations may have on
our business.

 Outside of the U.S., data protection laws, including
the GDPR, also might apply to some of our operations or business collaborators. Legal requirements in the European Union and United Kingdom
relating to the collection, storage, processing and transfer of personal data/information continue to evolve. The GDPR imposes, among
other things, data protection requirements that include strict obligations and restrictions on the ability to collect, analyze and transfer
EU personal data/information, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain
circumstances, and possible substantial fines for any violations (including possible fines for certain violations of up to the greater
of 20 million Euros or 4% of total company revenue). Other governmental authorities around the world have enacted or are considering similar
types of legislative and regulatory proposals concerning data protection.

 The interpretation and
enforcement of the laws and regulations described above are uncertain and subject to change, and may require substantial costs to monitor
and implement and maintain adequate compliance programs. Failure to comply with U.S. and international data protection laws and regulations
could result in government enforcement actions (which could include substantial civil and/or criminal penalties), private litigation and/or
adverse publicity and could negatively affect our operating results and business.

 Our business could be negatively impacted
by changes in the U.S. political environment.

 There is significant ongoing uncertainty with
respect to potential legislation, regulation and government policy at the federal, state and local levels in the United States. Such uncertainty
and any material changes in such legislation, regulation and government policy could significantly impact our business as well as the
markets in which we compete. Specific legislative and regulatory proposals that might materially impact us include, but are not limited
to, changes to liability rules for Internet platforms, data privacy regulations, import and export regulations, income tax regulations
and the U.S. federal tax code and public company reporting requirements, immigration policies and enforcement, healthcare law, minimum
wage laws, climate and energy policies, foreign trade and relations with foreign governments, pandemic response and increased antitrust
scrutiny in the tech industry. To the extent changes in the political environment have a negative impact on us or on our customers, our
markets, our business, results of operation and financial condition could be materially and adversely impacted in the future.

 Our business depends on our customers'
continued and unimpeded access to the Internet and the development and maintenance of Internet infrastructure. Internet access providers
may be able to block, degrade or charge for access to certain of our services, which could lead to additional expenses and the loss of
customers.

 Our services depend on the ability of our customers
to access the Internet. Currently, this access is provided by companies having significant market power in the broadband and Internet
access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service
providers. Some of these providers have the ability to take measures including legal actions, that could degrade, disrupt or increase
the cost of user access to certain of our services by restricting or prohibiting the use of their infrastructure to support our services,
charging increased fees to our users, or regulating online speech. Such interference could result in a loss of existing users, advertisers
and goodwill, could result in increased costs and could impair our ability to attract new users, thereby harming our revenue and growth.
Moreover, the adoption of any laws or regulations adversely affecting the growth, popularity or use of the Internet, including laws impacting
Internet neutrality, could decrease the demand for our services and increase our operating costs. The legislative and regulatory landscape
regarding the regulation of the Internet and, in particular, Internet neutrality, in the U.S. is subject to uncertainty.

 To the extent any laws, regulations or rulings
permit ISPs to charge some users higher rates than others for the delivery of their content, ISPs could attempt to use such law, regulation
or ruling to impose higher fees or deliver our content with less speed, reliability or otherwise on a non-neutral basis as compared to
other market participants, and our business could be adversely impacted. Internationally, government regulation concerning the Internet,
and in particular, network neutrality, may be developing or non-existent. Within such a regulatory environment, we could experience discriminatory
or anticompetitive practices impeding both our and our customers' domestic and international growth, increasing our costs or adversely
affecting our business. Additional changes in the legislative and regulatory landscape regarding Internet neutrality, or otherwise regarding
the regulation of the Internet, could harm our business, operating results and financial condition.

 Our business could be affected by new governmental
regulations regarding the Internet.

 To date, government regulations have not materially
restricted use of the Internet in most parts of the world. However, the legal and regulatory environment relating to the Internet is uncertain,
and governments may impose regulation in the future. New laws may be passed, courts may issue decisions affecting the Internet, existing
but previously inapplicable or unenforced laws may be deemed to apply to the Internet or regulatory agencies may begin to more rigorously
enforce such formerly unenforced laws, or existing legal safe harbors may be narrowed, both by U.S. federal or state governments and by
governments of foreign jurisdictions. The adoption of any new laws or regulations, or the narrowing of any safe harbors, could hinder
growth in the use of the Internet and online services generally, and decrease acceptance of the Internet and online services as a means
of communications, e-commerce and advertising. In addition, such changes in laws could increase our costs of doing business or prevent
us from delivering our services over the Internet or in specific jurisdictions, which could harm our business and our results of operations.

 The requirements
of being a public company may strain our resources.

 As a public company,
we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"),
and the listing standards of Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal,
accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain
on our personnel, systems and resources. Management's attention may be diverted from other business concerns, which could adversely
affect our business and operating results.

 The Exchange Act requires
that our company file annual, quarterly, and current reports with respect to our businesses, financial condition, and results of operations.
In addition, we must establish the corporate infrastructure necessary for operating a public company, which may divert our management's
attention from implementing our growth strategy, which could delay or slow the implementation of our business strategies, and in turn
negatively impact our company's financial condition and results of operations.

 Climate change and increased focus by governmental
organizations on sustainability issues, including those related to climate change, may have a material adverse effect on our business
and operations.

 Federal, state and local governments are responding
to climate change issues. This increased focus on sustainability is resulting in new regulations and legislation and vendor and customer
requirements that could negatively affect us as we may incur additional costs or be required to make changes to our operations in order
to comply with any new regulations. Legislation or regulations that impose disclosure requirements, restrictions, caps, taxes, or other
controls on emissions of greenhouse gases such as carbon dioxide, a by-product of burning fossil fuels could force us to incur additional
costs and we may fail to pass such additional costs on to our customers, which could also have a material adverse effect on our business.

 In particular, on March 6, 2024, the SEC adopted
rules that will require us to disclose:

 Climate-related risks that have had or are reasonably likely to have a material impact on our business
strategy, results of operations, or financial condition;

 The actual and potential material impacts of any identified climate-related risks on our strategy, business
model, and outlook;

 If, as part of our strategy, we have undertaken activities to mitigate or adapt to a material climate-related
risk, a quantitative and qualitative description of material expenditures incurred and material impacts on financial estimates and assumptions
that directly result from such mitigation or adaptation activities;

 Specified disclosures regarding our activities, if any, to mitigate or adapt to a material climate-related
risk including the use, if any, of transition plans, scenario analysis, or internal carbon prices;

 Any oversight by our board of directors of climate-related risks and any role by management in assessing
and managing our material climate-related risks;

 Any processes we have for identifying, assessing, and managing material climate-related risks and, if
we are managing those risks, whether and how any such processes are integrated into our overall risk management system or processes;

 Information about our climate-related targets or goals, if any, that have materially affected or are reasonably
likely to materially affect our business, results of operations, or financial condition; required disclosures would include material expenditures
and material impacts on financial estimates and assumptions as a direct result of the target or goal or actions taken to make progress
toward meeting such target or goal;

 The capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather
events and other natural conditions, such as hurricanes, tornadoes, flooding, drought, wildfires, extreme temperatures, and sea level
rise, subject to applicable one percent and de minimis disclosure thresholds, disclosed in a note to the financial statements;

 The capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy
credits or certificates if used as a material component of our plans to achieve our disclosed climate-related targets or goals, disclosed
in a note to our financial statements; and

 If the estimates and assumptions we use to produce our financial statements were materially impacted by
risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or
transition plans, a qualitative description of how the development of such estimates and assumptions was impacted, disclosed in a note
to our financial statements.

 We will be exempt from
the SEC rules' requirements to disclose certain information about our greenhouse gas emissions and comply with related auditor assurance
requirements as long as we remain a "smaller reporting company" (as described below under "— Risks Related to
Ownership of Our Class B Common Stock – We are a 'smaller reporting company' within the meaning of the Exchange Act,
and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. ")
or an "emerging growth company" (as described below under "— Risks Related to Ownership of Our Class B Common
Stock – We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that
are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature
public companies. "). In addition, these disclosure rules will not require compliance by us until our fiscal year beginning in
2027, with certain requirements not becoming effective until our fiscal year beginning in 2028, if we remain a smaller reporting company
or emerging growth company.

 A number of petitions have been filed in federal
courts seeking to challenge the SEC's climate disclosure rules. On April 4, 2024, the SEC issued an order staying the rules. The
SEC's administrative stay will remain in place until the completion of litigation filed in the federal courts that challenges the
agency's authority to adopt the rules. The outcome of this litigation cannot be determined.

 Assuming that the SEC
climate disclosure rules are ultimately upheld in their present form, and even in light of the exemptions and accommodations made for
smaller reporting companies and emerging growth companies described above, the costs to adopt the necessary disclosure controls and procedures
to disclose all required information, the potential costs to make changes in our operations to allow us to improve our climate change-related
disclosures, or the potential loss of revenues from these disclosure requirements due to investor, customer, or vendor requirements to
disclose and meet certain climate change-related targets pursuant to these disclosure rules, may still have a material adverse effect
on our business and operations.

 If we fail to maintain an effective
system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements
or comply with applicable regulations could be impaired.

 Our current disclosure
controls and internal controls and any new controls that we develop may be inadequate or become inadequate because of changes in conditions
in our business or changes in the applicable laws, regulations and standards. Any failure to develop or maintain effective controls, or
any difficulties encountered in their implementation or improvement, could harm our operating results, cause us to fail to meet our reporting
obligations, result in a restatement of our financial statements for prior periods or adversely affect the results of management evaluations
and independent registered public accounting firm audits of our internal control over financial reporting that we will or may eventually
be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal
control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which
would likely have a negative effect on the trading price of our Class B Common Stock. In addition, if we are unable to continue to meet
these requirements, we may not be able to remain listed on Nasdaq in the future.

 Our management team has limited experience
managing a public company.

 Most members of our management team have limited
experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws
pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company
that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny
of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management
and could divert their attention away from the day-to-day management of our business, which could harm our business, financial condition
and results of operations.

 Industry and other market data used in this
Annual Report and in other periodic reports that we may in the future file with the SEC, including those undertaken by us or our engaged
consultants, may not prove to be representative of current and future market conditions or future results.

 This report includes or refers to, and periodic
reports that we may in the future file with the SEC may include or refer to, statistical and other industry and market data that we obtained
or may obtain from industry publications and research, surveys and studies conducted by third parties and surveys and studies that we
may undertake ourselves regarding the market potential for our current services. Although we believe that such information has been obtained
from reliable sources, the sources of such data have not guaranteed the accuracy or completeness of such information. Industry publications
and third-party research, surveys and studies may not be reliable. The results of this data represent various methodologies, assumptions,
research, analysis, projections, estimates, composition of respondent pool, presentation of data and adjustments, each of which may ultimately
prove to be incorrect, and cause actual results and market viability to differ materially from those presented in any such report or other
materials.

Risks Related to Ownership of Our Class B Common Stock

 The structure of our common stock has the
effect of concentrating voting control with certain Asset Entities officers and directors; this will limit or preclude your ability to
influence corporate matters. It may also limit the price and liquidity of our common stock due to its ineligibility for inclusion in certain
stock market indices.

 We are authorized to issue two classes of common
stock, Class A Common Stock and Class B Common Stock, and any number of classes of preferred stock. Class A Common Stock is entitled to
ten votes per share on proposals requiring or requesting stockholder approval, and Class B Common Stock is entitled to one vote on any
such matter.

 As of March 25, 2025, AEH owns all of the 1,000,000
shares of our outstanding Class A Common Stock. The shares of Class A Common Stock held by AEH are controlled by its officers and managers,
all of whom are also some of our officers and directors. AEH also owns 250,000 shares of our Class B Common Stock. There are 13,413,162
shares of Class B Common Stock issued and outstanding as of March 25, 2025. AEH therefore controls 10,250,000 votes, or approximately
42.6% of all voting rights. In addition, our directors and officers collectively hold 260,689 shares of Class B Common Stock. Combining
their control of AEH's shares of Class A Common Stock and Class B Common Stock and their own shares of Class B Common Stock, our
officers and directors collectively control 10,510,689 votes, or approximately 43.6% of total voting power. Management's concentrated
voting power may limit or preclude the ability of others to influence corporate matters including significant business decisions for the
foreseeable future.

 In addition, certain index providers have announced
restrictions on including companies with multiple-class share structures in certain of their indexes. For example, in July 2017, FTSE
Russell and Standard & Poor's announced that they would cease to allow most newly public companies utilizing dual or multi-class
capital structures to be included in their indices. Under the announced policies, our capital structure would make us ineligible
for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain
indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class B Common
Stock less attractive to other investors. As a result, fewer investors may be willing to purchase our Class B Common Stock. In consequence,
the market price and liquidity of our Class B Common Stock could be adversely affected.

 Our Class B Common Stock may be volatile
or may decline regardless of our operating performance, and you may not be able to resell your shares at or above your purchase price.

 The market price for our Class B Common Stock
is likely to be volatile, in part because our shares had not been traded publicly prior to our initial public offering in February 2023.
In addition, the market price of our Class B Common Stock may fluctuate significantly in response to several factors, most of which we
cannot control, including:

 quarterly variations in our operating results compared to market expectations;

 adverse publicity about us, the industries we participate in or individual scandals;

 announcements of new offerings or significant price reductions by us or our competitors;

 stock price performance of our competitors;

 fluctuations in stock market prices and volumes;

 changes in senior management or key personnel;

 changes in financial estimates by securities analysts;

 the market's reaction to our reduced disclosure as a result of being an "emerging growth company"
under the JOBS Act;

 negative earnings or other announcements by us or our competitors;

 defaults on indebtedness, incurrence of additional indebtedness, or issuances of additional capital stock;

 global economic, legal and regulatory factors unrelated to our performance; and

 the other factors listed in Item 1A. " Risk Factors " of this Annual Report.

Volatility in the market price of our Class B Common Stock may prevent investors from being able to sell their shares at or above the
price at which they purchased our Class B Common Stock. As a result, you may suffer a loss on your investment.

 Certain recent initial public offerings
of companies with relatively small public floats comparable to our anticipated public float have experienced extreme volatility that was
seemingly unrelated to the underlying performance of the respective company. Our Class B Common Stock may potentially experience rapid
and substantial price volatility, which may make it difficult for prospective investors to assess the value of our Class B Common Stock.

 In addition to the risks addressed above under
"— Our Class B Common Stock may be volatile or may decline regardless of our operating performance, and you may not be
able to resell your shares at or above your purchase price," our Class B Common Stock may be subject to rapid and substantial
price volatility. Recently, companies with comparably small public floats and initial public offering sizes have experienced instances
of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective
company's underlying performance. Although the specific cause of such volatility is unclear, our small public float may amplify
the impact the actions taken by a few stockholders have on the price of our stock, which may cause our stock price to deviate, potentially
significantly, from a price that better reflects the underlying performance of our business. Our Class B Common Stock may experience run-ups
and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, making
it difficult for prospective investors to assess the rapidly changing value of our Class B Common Stock. In addition, investors of shares
of our Class B Common Stock may experience losses, which may be material, if the price of our Class B Common Stock experiences such declines
after any investors purchase shares of our Class B Common Stock.

 We may not be able to maintain a listing
of our Class B Common Stock on Nasdaq.

 Our Class B Common Stock is currently listed on
The Nasdaq Capital Market tier of Nasdaq. We must meet certain financial and liquidity criteria and corporate governance requirements
to maintain the listing of our Class B Common Stock on Nasdaq. If we fail to meet any of Nasdaq's continued listing standards or
we violate Nasdaq listing requirements, our Class B Common Stock may be delisted. In addition, our board of directors may determine that
the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our Class
B Common Stock from Nasdaq may materially impair our stockholders' ability to buy and sell our Class B Common Stock and could have
an adverse effect on the market price of, and the efficiency of the trading market for, our Class B Common Stock. The delisting of our
Class B Common Stock could significantly impair our ability to raise capital and the value of your investment.

 On August 21, 2024, the Company received a written
notification (the "August 2024 Notification Letter"), from the Listing Qualifications Department (the "Staff")
of Nasdaq notifying the Company that it was not in compliance with the minimum $2,500,000 stockholders' equity requirement set forth
in Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market tier of Nasdaq because the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2024 reported stockholders' equity of $2,097,090, and, as of the date of the August
2024 Notification Letter, the Company did not meet the alternatives of market value of listed securities or net income from continuing
operations set forth in Nasdaq Listing Rule 5550(b).

 Nasdaq Listing Rule 5550(b) requires a company
that has its primary equity security listed on The Nasdaq Capital Market tier of Nasdaq to meet one of three requirements: (1) have stockholders'
equity of at least $2,500,000; (2) have a market value of listed securities of at least $35,000,000; or (3) have net income from continuing
operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

 In accordance with Nasdaq Listing Rule 5810(c)(2)(A),
the Company was provided 45 calendar days, or until October 7, 2024, to submit a plan to regain compliance with Nasdaq Listing Rule
5550(b). The Company submitted a compliance plan on October 7, 2024. Based on the Staff's review of the compliance plan materials,
the Staff determined to grant the Company an extension to regain compliance to February 17, 2025. On or before that date, the Company
will be required to file a report with the SEC and Nasdaq that meets certain requirements for demonstrating compliance with Nasdaq Listing
Rule 5550(b). In addition, the Company must evidence compliance upon filing its Quarterly Report for the quarter ended March 31, 2025.
If the Company fails to meet these requirements the Company may be subject to delisting. In the event the Company does not satisfy these
terms, the Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal the Staff's
determination to a Nasdaq Hearings Panel ("Hearings Panel").

 On December 16, 2024, the Company received a written
notification (the "December 2024 Notification Letter") from the Staff notifying the Company that it is not in compliance with
the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market tier
of Nasdaq.

 Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure
to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the
closing bid price of the Class B Common Stock for the 30 consecutive business days from October 31, 2024 to December 13, 2024, the
Company no longer met the minimum bid price requirement.

 In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been provided 180 calendar days, or until June 16, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
To regain compliance, the Company's common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive
business days. If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180
calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares of $1,000,000
under Nasdaq Listing Rule 5550(a)(5) and all other initial listing standards for The Nasdaq Capital Market, except for Nasdaq Listing
Rule 5550(a)(2), and the Company must provide a written notice of its intention to cure this deficiency during the second compliance period,
by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain
compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Class B Common Stock,
and the Class B Common Stock will be subject to delisting. At that time, the Company will have an opportunity to appeal the delisting
determination to a Hearings Panel.

 In the event that we
are unsuccessful in demonstrating compliance with Nasdaq Listing Rule 5550(b) by the extended deadline of February 17, 2025 or to evidence
compliance with such rule in our Quarterly Report for the quarter ended March 31, 2025, or we are unable to regain compliance with Nasdaq
Listing Rule 5550(a)(2) by the end of the 180-day period on June 16, 2025 and either fail to qualify for the second 180-day compliance
period or fail to regain compliance during the second 180-day period, and we are unsuccessful in appealing a resulting delisting determination
to a Hearings Panel, we will be delisted from Nasdaq, and the value of your shares may be materially adversely affected.

 If securities or industry analysts do not
publish research or publish inaccurate or unfavorable research about our business, the market price for the shares and trading volume
could decline.

 The trading market for our Class B Common Stock
will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts
do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our Class B Common
Stock or publishes inaccurate or unfavorable research about our business, the market price for our Class B Common Stock would likely decline.
If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in
the financial markets, which, in turn, could cause the market price or trading volume for our Class B Common Stock to decline.

 We have never paid cash dividends on our
stock and do not intend to pay dividends for the foreseeable future.

 We have paid no cash dividends on any class of
our stock to date and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any
earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Class B Common
Stock. Moreover, the Series A Certificate of Designation (as defined in Part II. Item 7. " Management's Discussion and Analysis
of Financial Condition and Results of Operations – Liquidity and Capital Resources – Private Placements of Series A Preferred
Stock – Terms of Series A Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement ")
prohibits the Company from declaring or paying any cash dividends on its capital stock other than as required by the Series A Certificate
of Designation with respect to the outstanding shares of Series A Preferred Stock. Accordingly, investors must be prepared to rely on
sales of their Class B Common Stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash
dividends should not purchase our Class B Common Stock. Any determination to pay dividends in the future will be made at the discretion
of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed
by applicable law and other factors our board deems relevant.

 We
have issued and may in the future issue additional debt or equity securities which are senior to our Class B Common Stock as to distributions
and in liquidation, which could materially adversely affect the market price of our Class B Common Stock.

 The Series A Preferred Stock ranks senior to all
other capital stock of the Company with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution
and winding up of the Company, unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the
creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

 In addition, in the future, we may attempt to
increase our capital resources by entering into additional debt or debt-like financing that is secured by all or up to all of our assets,
or issuing debt or equity securities, which could include issuances of commercial paper, medium-term notes, senior notes, subordinated
notes, or preferred shares. In the event of our liquidation, our lenders and holders of our debt securities would receive a distribution
of our available assets before distributions to our stockholders. In addition, any additional preferred stock, if issued by our company,
may have a preference with respect to distributions and upon liquidation, which could further limit our ability to make distributions
to our stockholders. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions
and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financing.

 Further, market conditions could require us to
accept less favorable terms for the issuance of our securities in the future. Thus, you will bear the risk of our future offerings reducing
the value of your Class B Common Stock and diluting your interest in our company.

 We are subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders
could receive less information than they might expect to receive from more mature public companies.

 We are required to publicly report on an ongoing
basis as an "emerging growth company" (as defined in the JOBS Act) under the reporting rules set forth under the Exchange
Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements
that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

 not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act;

 being exempt from certain greenhouse gas emissions disclosure and related third-party assurance requirements;

 being permitted to comply with reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements; and

 being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.

 We expect to take advantage of these reporting
exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, although
if the market value of our Class B Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time,
we would cease to be an emerging growth company as of the following December 31.

 Because we will be subject to ongoing public reporting
requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our stockholders could
receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find
our Class B Common Stock less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result
in less active trading or more volatility in the price of our Class B Common Stock.

 As a non-accelerated filer, we are not required
to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

 We are not an "accelerated filer"
or a "large accelerated filer" under the Exchange Act. Rule 12b-2 under the Exchange Act defines an "accelerated filer"
to mean any company that first meets the following conditions at the end of each fiscal year: The company had a public float of $75 million
or more, but less than $700 million, as of the last business day of the company's most recently completed second fiscal quarter;
the company has been subject to the reporting requirements of the Exchange Act for at least twelve calendar months; the company has filed
at least one annual report under the Exchange Act; the company did not have annual revenues of less than $100 million and either no public
float or a public float of less than $700 million; and, once the company determines that it does not qualify for "smaller reporting
company" status because it exceeded one or more of the current thresholds for such status, is not eligible to regain "smaller
reporting company" status under the test provided under paragraph (3)(iii)(B) of the "smaller reporting company" definition
in Rule 12b-2 of the Exchange Act. Rule 12b-2 under the Exchange Act defines a "large accelerated filer" in the same way as
an "accelerated filer" except that the company meeting the definition must have a public float of $700 million or more as
of the last business day of the company's most recently completed second fiscal quarter.

 A non-accelerated filer is not required to file
an auditor attestation report on internal control over financial reporting that is otherwise required under Section 404(b) of the Sarbanes-Oxley
Act.

 Therefore, our internal
control over financial reporting will not receive the level of review provided by the process relating to the auditor attestation included
in annual reports of issuers that are subject to the auditor attestation requirements. In addition, we cannot predict if investors will
find our common stock less attractive because we are not required to comply with the auditor attestation requirements. If some investors
find our common stock less attractive as a result, there may be a less active trading market for our common stock and trading price for
our common stock may be negatively affected. See also above, "— We are subject to ongoing public reporting requirements
that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive
less information than they might expect to receive from more mature public companies. "

 We are a "smaller
reporting company" within the meaning of the Exchange Act, and if we take advantage of certain exemptions from disclosure requirements
available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to
compare our performance with other public companies.

 Rule 12b-2 of the Exchange Act defines a "smaller
reporting company" as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent
that is not a smaller reporting company and that:

 had a public float of less than $250 million as of the last business day of its most recently completed
second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held
by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,
in the principal market for the common equity; or

 in the case of an initial registration statement under the Securities Act or the Exchange Act for shares
of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration
statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus,
in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated
public offering price of the shares; or

 in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition
was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed
fiscal year for which audited financial statements are available.

 If a company determines that it does not qualify
for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making
its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior
public float or prior annual revenues exceed certain thresholds.

 As a smaller reporting company, we are not required
to include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements;
and we need not provide the table of selected financial data. We will also be exempt from certain greenhouse gas emissions disclosure
and related third-party assurance requirements. We also will have other "scaled" disclosure requirements that are less comprehensive
than issuers that are not smaller reporting companies which could make our Class B Common Stock less attractive to potential investors,
which could make it more difficult for our stockholders to sell their shares.

 As a "smaller reporting company,"
we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public stockholders.

 Under Nasdaq rules, a "smaller reporting
company," as defined in Rule 12b-2 under the Exchange Act, is not subject to certain corporate governance requirements otherwise
applicable to companies listed on Nasdaq. For example, a smaller reporting company is exempt from the requirement of having a compensation
committee composed solely of directors meeting certain enhanced independence standards, as long as the compensation committee has at least
two members who do meet such standards. Although we have not yet determined to avail ourselves of this or other exemptions from Nasdaq
requirements that are or may be afforded to smaller reporting companies, while we will seek to maintain our shares on Nasdaq in the future
we may elect to rely on any or all of them. By electing to utilize any such exemptions, our company may be subject to greater risks of
poor corporate governance, poorer management decision-making processes, and reduced results of operations from problems in our corporate
organization. Consequently, our stock price may suffer, and there is no assurance that we will be able to continue to meet all continuing
listing requirements of Nasdaq from which we will not be exempt, including minimum stock price requirements.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 Risk Management and Strategy

 The Company recognizes the critical importance
of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality,
 integrity, and availability of our data. We maintain cybersecurity insurance coverage that provides protection against potential
losses arising from certain cybersecurity incidents. In addition, we have developed the following processes as part of our strategy for
assessing, identifying, and managing material risks from cybersecurity threats.

 Managing Material Risks and Integrated Overall
Risk Management

 We have integrated cybersecurity risk management
into our risk management processes. This integration is intended to ensure that cybersecurity considerations are part of our decision-making
processes. We continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

 We have adopted the standard 2FA (two factor authentication)
for all our eData access (emails, online storage, etc.). In addition, all our applications and third-party applications have timed, authentication
and environmental disposable cookie processes that force every user to reauthenticate their credentials. Our business transactional data
includes dumb access controls that are vendor-specific, a set or specified range of costs, faceless entry point, and a unique 4FA (four
factor authentication) process, protecting access to our banking and application systems.

 Moreover, our commitment to data security extends
beyond industry standards through the implementation of advanced access controls. We have developed a sophisticated access control system,
referred to as "dumb access controls," which limits access to only specific vendors within a predefined range of costs. This
system operates through a faceless entry point with a unique 4FA process, ensuring that access to sensitive banking or application systems
is strictly controlled and virtually nonexistent for unauthorized entities. These comprehensive security measures not only protect our
business transactional data but also uphold the integrity and confidentiality of our systems and information assets.

 Engaging Risk Management Systems and Third-Party
Consultant

 Recognizing the complexity and evolving nature
of cybersecurity threats, we use risk management systems developed and tested by external experts, including cybersecurity assessors,
consultants, and auditors. These risk management systems enable us to leverage specialized knowledge and insights as part of our cybersecurity
strategies and processes. These systems are assessed and maintained with the assistance of third-party service providers, including a
Technology Consultant engaged by the Company.

 Overseeing Third-Party Risk

 Because we are aware of the risks associated with
third-party service providers, we implement processes to oversee and manage these risks. We conduct thorough security assessments of all
third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring
includes regular assessments by our Chief Technology Officer. This approach is designed to mitigate risks related to data breaches or
other security incidents originating from third parties.

 Risks from Cybersecurity Threats

 We have not encountered cybersecurity challenges
that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations,
or financial condition.

 Governance

 Board of Directors Oversight

 Our board of directors oversees the management
of risks associated with cybersecurity threats.

 Management's Role Managing Risk

 The Company's Chief Technology Officer,
Chief Operating Officer, and Technology Consultant are primarily responsible for assessing, monitoring and managing our cybersecurity
risks. Our Chief Technology Officer must ensure that all industry standard cybersecurity measures are functioning as required to prevent
or detect cybersecurity threats and related risks. The Chief Technology Officer provides briefings on cybersecurity threats and related
risks to our Chief Executive Officer on a regular basis. Our Chief Technology Officer has nine years of experience in the field of information
technology. The Chief Technology Officer oversees and tests our compliance with standards, remediates known risks, and leads our employee
training program. The Company's Chief Technology Officer and Technology Consultant have extensive experience in cybersecurity and
possess the necessary knowledge, skills, background, and experience.

 Monitoring Cybersecurity Incidents

 The Company's Chief Technology Officer and
Technology Consultant are continually informed about the latest developments in cybersecurity, including potential threats and innovative
risk management techniques. The Chief Technology Officer and Technical Consultant implement and oversee processes for the regular monitoring
of our information systems. This includes the deployment of industry-standard security measures and regular system audits to identify
potential vulnerabilities. In the event of a cybersecurity incident, the Chief Technology Officer and Technical Consultant will implement
an incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention
of future incidents.

 Reporting to Board of Directors

 Significant cybersecurity matters, and strategic
risk management decisions, will be escalated to the board of directors.

 ITEM 2. PROPERTIES.

 Although we are a remote-first company, we have
a central office in Dallas, Texas. All of our independent contractors and employees are remote-first and supply their own equipment and
office space. In the future, we may seek to expand our physical facilities to accommodate our growth. Our headquarters is in Dallas, leased
through Regus Management at The Crescent Office Complex located at 100 Crescent Court, 7th Floor, in Dallas, Texas. Our rent was initially
$32.82 per day from February 1, 2022 to January 31, 2023. On October 10, 2022, we renewed an office lease at this location for $1,085
per month from February 1, 2023 to January 31, 2024. On May 4, 2022, we leased an office at this location for a daily payment of $44.63
from June 1, 2022 to May 31, 2023. On March 3, 2023, we transferred an office lease to a different office at this location for a monthly
payment of $4,989 from March 7, 2023 to May 31, 2023. On March 6, 2023, we renewed an office lease at this location for a monthly payment
of $5,104 from June 1, 2023 to February 29, 2024. On October 10, 2023, we renewed an office lease at this location for a monthly payment
of $1,228 from February 1, 2024 to January 31, 2025. On November 9, 2023, we renewed an office lease at this location for a monthly payment
of $5,329 from March 1, 2024 to November 30, 2024. On June 9, 2024, between the Company and Regus Management, we renewed an office lease
at this location for a monthly payment of $1,981 from October 1, 2024 to September 30, 2025.

 Each lease will automatically renew for an additional
one-year term unless cancelled by either party with at least three months' notice. The rent on any renewal will be at the then-prevailing
market rate.

 We believe that all our properties have been adequately
maintained, are generally in good condition, and are suitable and adequate for our businesses.

 ITEM 3. LEGAL PROCEEDINGS.

 From time to time, we may become involved in various
lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of
any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating
results.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our Class B Common Stock is listed and began trading
on the Nasdaq Capital Market tier of Nasdaq on February 3, 2023, under the symbol "ASST". Prior to the listing, there was
no public market for our common stock.

 Number of Holders of Our Common Stock

 As of March 25, 2025, there was one holder of
record of our Class A Common Stock, which is not listed, quoted or traded on any stock exchange or over-the-counter market, and 19 holders
of record of our Class B Common Stock, which is listed and traded on Nasdaq under the symbol "ASST". In computing the number
of holders of record of our common stock, holders whose shares are held in nominee or "street name" accounts through banks,
brokers or other financial institutions are not included.

 Use of Proceeds from Registered Securities

 The closing of our initial public offering took
place on February 7, 2023, pursuant to the Underwriting Agreement, dated as of February 2, 2023, between the Company and Boustead, as
representative of the underwriters named on Schedule 1 thereto (the "Underwriting Agreement"). At the closing, the Company
sold 300,000 shares of Class B Common Stock for total gross proceeds of $7,500,000. After deducting
the underwriting discounts, commissions, non-accountable expense allowance, and other expenses from the initial public offering, the Company
received net proceeds of approximately $6.6 million. Pursuant to the Underwriting Agreement, on February 7, 2023, the Company also agreed
to issue Boustead a warrant to purchase the number of shares of Class B Common Stock equal to 7% of the aggregate number of shares of
Class B Common Stock sold in the initial public offering (the "Representative's Warrant").

 The shares were offered
and sold, and the Representative's Warrant was issued, pursuant to the Registration Statement on Form S-1 (File No. 333-267258),
initially filed with the SEC on September 2, 2022, and declared effective by the SEC on February 2, 2023 (as amended, the "IPO Registration
Statement"), and the final prospectus, dated February 2, 2023, filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(4)
of the Securities Act (the "IPO Public Offering Prospectus"). In addition, a total of 300,000 shares of Class B Common Stock
were registered for resale by the selling stockholders named in the IPO Registration Statement and a final prospectus relating to these
shares, dated February 2, 2023, which was filed with the SEC on February 6, 2023 pursuant to Rule 424(b)(3) of the Securities Act (the
"IPO Resale Prospectus"). The Company did not and will not receive any proceeds from the resale of Class B Common Stock by
the selling stockholders.

 The IPO Registration
Statement also registered for sale shares of Class B Common Stock with a maximum aggregate offering price of $1,125,000 for an additional
45,000 shares of Class B Common Stock at the assumed public offering price of $25.00 per share upon full exercise of the underwriters'
over-allotment option; and up to an additional 3,150 shares of Class B Common Stock underlying the Representative's Warrant with
a maximum aggregate offering price of $98,437.50 at the assumed exercise price of $31.25 per share assuming full exercise of the over-allotment
option. The underwriters' over-allotment option expired unexercised, and as of the date of this Annual Report, the Representative's
Warrant has not been exercised.

 On April 4, 2023, Post-Effective
Amendment No. 1 to the IPO Registration Statement was filed with the SEC and became effective on April 14, 2023 (the "IPO Post-Effective
Amendment"). The IPO Post-Effective Amendment was required to be filed to update the IPO Registration Statement's prospectuses
to include, among other things, the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
which was filed with the SEC on June 30, 2023, and information in certain subsequent reports and filings under the Exchange Act. The IPO
Post-Effective Amendment maintained the effectiveness of the IPO Registration Statement with respect to the sale of shares of common stock
issuable upon exercise of the Representative's Warrant and the resale of the shares of common stock held by the selling stockholders.
Updates to the IPO Public Offering Prospectus and the IPO Resale Prospectus were included with the IPO Post-Effective Amendment.

 As stated in the IPO
Public Offering Prospectus, the Company intended to use the net proceeds from the initial public offering for investment in corporate
infrastructure, marketing and promotion of Discord communities, social campaigns, and the Company's "AE.360.DDM" Discord
design, development and management service, expansion of "SiN", the Company's social influencer network, increasing
staff and company personnel, and general working capital, operating, and other corporate expenses.

 The following is our
reasonable estimate of the uses of the proceeds from the Company's initial public offering from the date of the closing of the offering
on November 16, 2023 until December 31, 2024:

 None was used for construction of plant, building and facilities;

 None was used for the purchase and installation of machinery and equipment;

 None was used for purchases of real estate;

 Approximately
 $0.3 million was used for the acquisition of assets of other businesses;

 None was used for the repayment of indebtedness;

 Approximately
 $6.3 million was used for working capital; and

 None was used for temporary investments.

 As of December 31, 2024,
none of the proceeds from the initial public offering were used to make direct or indirect payments to any of our directors or officers,
any of their associates, any persons owning 10% or more of any class of our equity securities, or any of our affiliates, or direct or
indirect payments to any others other than for the direct costs of the offering.

 There has not been, and
we do not expect, any material change in the planned use of proceeds from the initial public offering as described in the IPO Registration
Statement.

 Securities Authorized for Issuance Under Equity
Compensation Plans

See Part III. Item 12. " Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters –
Securities Authorized for Issuance Under Equity Compensation Plans ".

 Dividend Policy

 We have never declared or paid cash dividends
on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business
and do not anticipate paying any cash dividends on our common stock in the near future. In addition, the Series A Certificate of Designation
prohibits the Company from declaring or paying any cash dividends on its capital stock other than as required by the Series A Certificate
of Designation with respect to the outstanding shares of Series A Preferred Stock. We may also enter into credit agreements or other borrowing
arrangements in the future that will restrict our ability to declare or pay cash dividends on our common stock. Any future determination
to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results,
capital requirements, contractual restrictions, general business conditions and other factors that our board of directors may deem relevant.
 See also "Item 1A. Risk Factors – Risks Related to Ownership of Our Class B Common
Stock – We have never paid cash dividends on our stock and do not intend to pay dividends for the foreseeable future."

 Recent Sales of Unregistered Securities

 During 2024, the
Company did not sell any equity securities that were not registered under the Securities Act and that were not previously disclosed in
a Quarterly Report on Form 10-Q or Current Report on Form 8-K where required.

 Purchases
of Equity Securities

 No repurchases of our common stock were made during
the fourth quarter of 2024.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The
following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and
cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial
statements and the related notes thereto included elsewhere in this Annual Report. The discussion contains forward-looking statements
that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual
results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including
those discussed below and elsewhere in this Annual Report, particularly in the sections titled Item 1A. " Risk Factors"
and " Cautionary Note Regarding Forward-Looking Statements. "

 Overview

 Asset Entities is a technology company providing
social media marketing and content delivery services across Discord, TikTok, and other social media platforms. We also design, develop
and manage servers for communities on Discord. Based on the growth of our Discord servers and social media following, we have developed
three categories of services: (1) our Discord investment education and entertainment services, (2) social media and marketing services,
and (3) our "AE.360.DDM" brand services. We also offer Ternary v2, a cloud-based subscription management and payment processing
solution for Discord communities, which includes a suite of customer relations management tools and Stripe-verified payment processing.
All of our services are based on our effective use of Discord as well as other social media including TikTok, X, Instagram, and YouTube.

 Our Discord investment education and entertainment
service is designed primarily by and for enthusiastic Generation Z, or Gen Z, retail investors, creators and influencers. Gen Z is commonly
considered to be people born between 1997 and 2012. Our investment education and entertainment service focuses on stock, real estate,
cryptocurrency, and NFT community learning programs designed for the next generation. While we believe that Gen Z will continue to be
our primary market, our Discord server offering features education and entertainment content covering real estate investments, which is
expected to appeal strongly to older generations as well. Our combined server user membership was approximately 206,899 as of December
31, 2024.

 Our social media and marketing services utilize
our management's social influencer backgrounds by offering social media and marketing campaign services to business clients. Our
team of social influencer independent contractors, which we call our "SiN" or "Social Influencer Network", can
perform social media and marketing campaign services to expand our clients' Discord server bases and drive traffic to their businesses,
as well as increase membership in our own servers.

 Our "AE.360.DDM, Design Develop Manage"
service, or "AE.360.DDM", is a suite of services to individuals and companies seeking to create a server on Discord. We believe
we are the first company to provide "Design, Develop and Manage," or DDM, services for any individual, company, or organization
that wishes to join Discord and create their own community. With our AE.360.DDM rollout, we are uniquely positioned to offer DDM services
in the growing market for Discord servers.

 Through Ternary v2, our subscription management
and payment processing solution for Discord communities, subscribers can monetize and manage their Discord users. Ternary v2 simplifies
the process for our subscribers to: (i) sell memberships to their Discord servers on their websites and collect payments through Stripe
with daily payouts; (ii) add digital products and services and designate purchase options to their Discord servers; (iii) customize their
user Discord permissions and roles and other Discord settings; and (iv) utilize our Discord bot to automatically apply their
Discord user settings to authenticate new users, apply customizable permission sets to users, and remove users when their subscriptions
expire. As a Stripe-verified partner through Ternary v2, we can also assist subscribers with integrating other platforms into their Discord
servers with open application programming interfaces, further extending our platform's capabilities.

 We believe that we are a leading provider of all
of these services, and that demand for all of our services will continue to grow. We expect to experience rapid revenue growth from our
services. We believe that we have built a scalable and sustainable business model and that our competitive strengths position us favorably
in each aspect of our business.

 Our revenue depends on the number of paying subscribers
to our Discord servers. During the years ended December 31, 2024 and 2023, we received revenue from 1,302 and 298 Asset Entities Discord
server paying subscribers, respectively.

 Our Historical Performance

 As
of December 31, 2024, the Company had an accumulated deficit of $12,006,357 and a cash balance of $2,660,624. During the years ended
December 31, 2024 and 2023, we had a net loss of $6,393,932 and $4,931,197, respectively. To date, the Company has financed its
operations primarily through capital raises and sales of its services. In April 2024, the Company filed the Shelf Registration
Statement, which was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate,
subject to the requirement that in no event may we sell shares having a value exceeding more than one-third of our public float in
any 12-month period under the Shelf Registration Statement so long as our public float remains below $75,000,000. In May 2024, the
Company completed the first of a two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and
in July 2024, the Company completed the second part of the private placement for an additional $1.5 million in gross proceeds. In
September 2024, the Company entered into the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration
Statement for the ATM Financing for gross proceeds of up to $1,791,704. As of March 31, 2025, the Company had filed additional
prospectus supplements to the Shelf Registration Statement to increase the maximum gross proceeds to $5,489,399. Since the
commencement of the ATM Financing, a total of 5,417,700 shares has been sold, for net proceeds to the Company of $4,830,647.56,
after paying $329,362 in compensation to the Sales Agent and the same amount to Boustead under the Boustead ATM Waiver. The
Company has received confirmation from the investor in its Series A Preferred Stock that it will invest up to an additional $3
million upon request by the Company. Based on the Company's existing cash resources and the cash expected to be
received from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry
out the Company's planned operations through December 31, 2025 and for at least 12 months beyond that period. For further
discussion, see Item 7. " —Liquidity and Capital Resources ".

 Principal Factors Affecting Our Financial Performance

 Our operating results are primarily affected by
the following factors:

 our ability to acquire new customers and users or retain existing customers and users;

 our ability to offer competitive pricing;

 our ability to broaden product or service offerings;

 industry demand and competition;

 our ability to leverage technology and use and develop efficient processes;

 our ability to attract and retain talented employees and contractors; and

 market conditions and our market position.

 Emerging Growth Company and Smaller Reporting
Company

 We qualify as an "emerging growth company"
under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long
as we are an emerging growth company, we will not be required to:

 have an auditor report on our internal control over financial reporting pursuant to Section 404(b) of
the Sarbanes-Oxley Act;

 present three years, instead of two years, of audited financial statements, with correspondingly reduced
" Management's Discussion and Analysis of Financial Condition and Results of Operations " disclosure in this Annual
Report;

 comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding
mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial
statements (i.e., an auditor discussion and analysis);

 comply with certain greenhouse gas emissions disclosure and related third-party assurance requirements;

 submit certain executive compensation matters to stockholder advisory votes, such as "say-on-pay"
and "say-on-frequency;" and

 disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the chief executive officer's compensation to median employee compensation.

 In addition, Section 107 of the JOBS Act also
provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits
of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such
new or revised accounting standards.

 We will remain an emerging growth company for
up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1,235,000,000,
(ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur
if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently
completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding
three year period.

 To the extent that we continue to qualify as a
"smaller reporting company," as such term is defined in Rule 12b-2 under the Exchange Act, after we cease to qualify as an
emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as
a smaller reporting company, including as to: (i) the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; (ii)
scaled executive compensation disclosures; (iii) presenting two years of audited financial statements, instead of three years; and (iv)
compliance with certain greenhouse gas emissions disclosure and related third-party assurance requirements.

 Recent Developments

 Amended and Restated Waiver and Consent

 On March 20, 2025, the Company entered into an
Amended and Restated Waiver and Consent, dated as of March 20, 2025 (the "A&R Ionic ATM Waiver"), between the Company
and Ionic Ventures, LLC, a California limited liability company ("Ionic"), the sole holder of the Series A Preferred Stock.
Pursuant to the A&R Ionic ATM Waiver, Ionic waived any prohibition, restriction or adverse adjustment that would otherwise apply to
any action of the Company relating to an "at the market offering" (as defined in Rule 415(a)(4) under the Securities Act),
under a sales agreement between the Company and A.G.P. under which the Company may offer and sell through A.G.P., as sales agent, the
Company's shares of Class B Common Stock ("Waived A.G.P. ATM"), under the Securities Purchase Agreement, dated as of
May 24, 2024, between the Company and Ionic, as amended by the First Amendment to Securities Purchase Agreement, dated as of June 13,
2024, between the Company and Ionic (as amended, the "Ionic Purchase Agreement"), or Series A Certificate of Designation.
Pursuant to the A&R Ionic ATM Waiver, regardless of the terms and conditions of the Ionic Purchase Agreement and the Series A Certificate
of Designation, the Company may at any time enter into or consummate the transactions contemplated by any agreement relating to a Waived
A.G.P. ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement that was filed under
the Securities Act relating to a Waived A.G.P. ATM, the announcement of a Waived A.G.P. ATM, the issuance, offer, sale, or grant of any
shares of the Class B Common Stock relating to a Waived A.G.P. ATM, or the issuance, offer, sale, or grant of any securities in connection
with either the provision of goods or services or settlement of any obligations that may otherwise arise with respect to a Waived A.G.P.
ATM. In addition, pursuant to the A&R Ionic ATM Waiver, Ionic waived any adjustment to the applicable Conversion Price (as defined
in the Series A Certificate of Designation), which partly determines the number of shares of Class B Common Stock issuable upon conversion
of a share of Series A Preferred Stock, that would otherwise occur as a result of any Waived A.G.P. ATM under the terms of the Series
A Certificate of Designation.

 Results of Operations

 The following table summarizes our results of
operations for the fiscal years ended December 31, 2024 and 2023.

 Year Ended

 Consolidated Operations Data

2024

 2023

 Revenue

 $

 633,489

 $

 277,038

 Operating expenses

 Contract labor

 512,911

 176,773

 General and administrative

 3,021,547

 2,183,155

 Management compensation

 3,503,059

 2,848,307

 Total operating expenses

 7,037,517

 5,208,235

 Loss from operations

 (6,404,028

)

 (4,931,197

)

 Other income

 Interest income

 10,096

 -

 Total other income

 10,096

 -

 $

 (6,393,932

)

 $

 (4,931,197

)

 Revenue.
Our revenue increased 128.7% to approximately $0.6 million for the fiscal year ended December 31, 2024 from approximately $0.3 million
for the fiscal year ended December 31, 2023. This increase was primarily due to an increase in revenues from the increased number of
our Discord server paying subscribers during the fiscal year ended December 31, 2024, including subscribers to the OptionsSwing and Pure
Profits Discord servers that the Company acquired in November 2023 and June 2024, respectively, compared to such revenues for the fiscal
year ended December 31, 2023, the majority of which preceded the acquisitions of the OptionsSwing and Pure Profits Discord servers. There
was no material difference in the Company's subscription pricing structure between these periods.

 Operating Expenses. Our total operating
expenses increased 35.1% to approximately $7.0 million for the fiscal year ended December 31, 2024 from approximately $5.2 million for
the fiscal year ended December 31, 2023. This increase was primarily due to an increase in advertising, marketing, payroll and other
administrative expenses and administrative cost of public filings of approximately $1.1 million and an increase in management compensation
costs of approximately $0.7 million for the fiscal year ended December 31, 2024, compared to such costs for the fiscal year ended December
31, 2023.

 Loss
From Operations. Our loss from operations increased 29.9% to approximately $6.4 million for the fiscal year ended December 31,
2024 from approximately $4.9 million for the fiscal year ended December 31, 2023. This increase was primarily due to an increase in advertising,
marketing, payroll and other administrative expenses and administrative cost of public filings of approximately $1.1 million and an
increase in management compensation costs of approximately $0.7 million for the fiscal year ended December 31, 2024, compared to such
costs for the fiscal year ended December 31, 2023.

 Liquidity and Capital Resources

 As
of December 31, 2024, the Company had an accumulated deficit of $12,006,357 and cash balance of $2,660,624. During the years ended
December 31, 2024 and 2023, we had a net loss of $6,393,932 and $4,931,197, respectively. To date, the Company has financed its operations
primarily through capital raises and sales of its services. In April 2024, the Company filed the Shelf Registration Statement, which
was declared effective by the SEC on April 26, 2024, for potential offerings of up to $100,000,000 in aggregate, subject to the requirement
that in no event may we sell shares having a value exceeding more than one-third of our public float in any 12-month period under the
Shelf Registration Statement so long as our public float remains below $75,000,000. In May 2024, the Company completed the first of a
two-part private placement of its Series A Preferred Stock for gross proceeds of $1.5 million, and in July 2024, the Company completed
the second part of the private placement for an additional $1.5 million in gross proceeds. In September 2024, the Company entered into
the ATM Sales Agreement, and filed a prospectus supplement to the Shelf Registration Statement for the ATM Financing for gross proceeds
of up to $1,791,704. As of March 31, 2025, the Company has filed additional prospectus supplements to the Shelf Registration Statement
to increase the maximum gross proceeds to $5,489,399. Since the commencement of the ATM Financing, a total of 5,417,700 shares has been
sold, for net proceeds to the Company of $4,830,647.56, after paying $329,362 in compensation to the Sales Agent and the same amount
to Boustead under the Boustead ATM Waiver. The Company has received confirmation
from the investor in its Series A Preferred Stock that it will invest up to an additional $3 million upon request by the Company. Based on the Company's existing cash resources and the cash expected to be received
from the ATM Financing and other planned financings, it is expected that the Company will have sufficient funds to carry out the Company's
planned operations through December 31, 2025 and for at least 12 months beyond that period.

 We may, however, in the
future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or
other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements,
we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities
could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could
require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts
or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit
our ability to expand our business operations and could harm our overall business prospects.

 Summary of Cash Flow

 The following table provides detailed information
about our net cash flow for the periods presented:

 Years Ended December 31,

 2024

 2023

 Net cash used in operating activities

 $
 (4,900,057
)

 $
 (3,807,623
)

 Net cash used in investing activities

 (400,000
)

 (113,559
)

 Net cash provided by financing activities

 5,036,358

 6,708,328

 Net change in cash

 (263,699
)

 2,787,146

 Cash at beginning of year

 137,177

 Cash at end of year

 $
 2,660,624

 $

 Net cash used in operating activities was approximately
$ 4.9 million for the fiscal year ended December 31, 2024, as compared to net cash used
in operating activities of approximately $3.8 million for the fiscal year ended December 31, 2023. This increase was primarily due to
an increase in net loss.

 Net cash used in investing activities was $ 0.4
million for the fiscal year ended December 31, 2024, as compared to net cash used in operating activities of approximately $0.1 for the
fiscal year ended December 31, 2023. The change was primarily due to the purchase of intangible
assets during the fiscal year ended December 31, 2024 compared to a lesser amount of such
purchases during the fiscal year ended December 31, 2023.

 Net cash provided by financing activities was
approximately $5.0 million for the fiscal year ended December 31, 2024, as compared to net cash provided by financing activities of
approximately $6.7 million for the fiscal year ended December 31, 2023. The change was primarily due to the reduced amount of proceeds
from the Company's private placements during the fiscal year ended December 31, 2024 compared to the proceeds received from its
February 2023 initial public offering.

 Initial Public
Offering and Underwriting Agreement

 The closing of our initial public offering took
place on February 7, 2023 pursuant to the Underwriting Agreement. At the closing, the Company sold 300,000 shares of Class B Common Stock
for total gross proceeds of $7,500,000. The Company also issued the Representative's Warrant. After
deducting the underwriting discounts, commissions, non-accountable expense allowance, and other expenses from the initial public offering,
the Company received net proceeds of approximately $6.6

 million.

 Pursuant to the Underwriting Agreement, as of
February 3, 2023, we were subject to a lock-up agreement that prevented us, subject to certain exceptions, from selling or transferring
any of our shares of capital stock of the Company for up to 12 months. In addition, our officers, directors and beneficial owners of approximately
78.0% of our common stock agreed to be locked up for a period of 12 months. Holders of approximately 7.2% of our outstanding common stock
agreed to be locked up for a period of nine months, and a holder of approximately 2.3% of our outstanding Class B Common Stock prior to
the initial public offering agreed to be locked up for a period of six months with respect to approximately 0.9% of the outstanding common
stock held by such holder, subject to certain exceptions. The remaining shares were not subject to lock-up provisions or such lock-up
provisions were waived. This lock-up period expired on February 2, 2024.

 As stated in the IPO Public Offering Prospectus,
the Company intended to use the net proceeds from the initial public offering for investment in corporate infrastructure, marketing and
promotion of Discord communities, social campaigns, and the Company's "AE.360.DDM" Discord design, development and management
service, expansion of "SiN", the Company's social influencer network, increasing staff and company personnel, and general
working capital, operating, and other corporate expenses.

 The following is our
reasonable estimate of the uses of the proceeds from the Company's initial public offering from the date of the closing of the offering
on November 16, 2023 until December 31, 2024:

 None was used for construction of plant, building and facilities;

 None was used for the purchase and installation of machinery and equipment;

 None was used for purchases of real estate;

 Approximately $0.3 million was used for the acquisition of assets of other businesses;

 None was used for the repayment of indebtedness;

 Approximately $6.3 million was used for working capital; and

 None was used for temporary investments.

 As of December 31, 2024,
none of the proceeds from the initial public offering were used to make direct or indirect payments to any of our directors or officers,
any of their associates, any persons owning 10% or more of any class of our equity securities, or any of our affiliates, or direct or
indirect payments to any others other than for the direct costs of the offering.

 There has not been, and
we do not expect, any material change in the planned use of proceeds from the initial public offering as described in the IPO Registration
Statement.

 Engagement Letter
and Underwriting Agreement with Boustead Securities, LLC

 Under the engagement letter agreement, dated November
29, 2021, between the Company and Boustead (the "Boustead Engagement Letter"), during the term that began on November 29,
2021 and ending 12 months following the termination or expiration of the Boustead Engagement letter, which occurred on February 7, 2024
(see below), we were required to compensate Boustead with a cash fee equal to seven percent (7.0%)
and non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the sale of securities
in an investment transaction, or up to ten percent (10.0%) of the gross proceeds from certain other merger, acquisition, or joint venture,
strategic alliance, license, research and development, or other similar transactions, with a party, including any investor in a private
placement in which Boustead served as placement agent or in the initial public offering, or who became aware of the Company or who became
known to the Company prior to the termination or expiration of the Boustead Engagement Letter, including any Company officers, directors,
employees, consultants, advisors, stockholders, members, or partners, for such transactions that occurred during the 12-month period following
the termination or expiration of the Boustead Engagement Letter (the "Tail Rights"). The Boustead Engagement Letter
expired on February 7, 2024. The Tail Rights therefore expired on February 7, 2025.

 Pursuant to the Underwriting
Agreement, the Company granted Boustead an irrevocable right of first refusal until February 2, 2025, to act as financial advisor, lead
managing underwriter, book runner, placement agent, or to act as joint advisor, managing underwriter, book runner, or placement agent
on at least equal economic terms, on any public or private financing (debt or equity), merger, business combination, recapitalization
or sale of some or all of the equity or assets of the Company. This right of first refusal expired on February 7, 2025.

 October 2023 and April 2024 Private Placements
with Triton Funds LP

 Sales to Triton Funds
LP

 Under a Closing Agreement,
dated as of June 30, 2023 (the "Triton Closing Agreement"), between the Company and Triton Funds LP, a Delaware limited partnership
("Triton"), the Company agreed to sell to Triton, at its option, shares of Class B Common Stock having an aggregate value
of $1,000,000 ("Triton Shares"), pursuant to a registration statement to be filed and made effective for the resale of the
Triton Shares. Subject to the terms of the Triton Closing Agreement, the Company was provided a right to deliver a closing notice (the
"Triton Closing Notice") and issue the Triton Shares to Triton at any time before September 30, 2023, pursuant to which Triton
had agreed to purchase the Triton Shares for $1,000,000 before deducting a $25,000 administrative fee. The price of each of the Triton
Shares was agreed to be 85% of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days
prior to the closing of the purchase of the Triton Shares (the "Triton Closing"). The Triton Closing was required to occur
within five business days after the Triton Shares were received by Triton. Triton's obligation to purchase the Triton Shares was
conditioned on the effectiveness of a registration statement covering the resale of the Triton Shares and Triton's ownership not
exceeding 9.99% of the Class B Common Stock outstanding as of June 30, 2023.

 The Triton Closing Agreement
contained additional requirements, including that the Company maintain the listing of the Class B Common Stock on the primary market on
which the Class B Common Stock is listed and provide notice to Triton of certain events affecting registration or that may suspend its
right to submit the Triton Closing Notice. The Company also agreed to provide indemnification against liabilities relating to misrepresentations,
breaches of obligations, and third-party claims relating to the Triton Closing Agreement, with certain exceptions. The Triton Closing
Agreement provided that it would expire either upon the Triton Closing or September 30, 2023.

 Under an Amended and
Restated Closing Agreement, dated as of August 1, 2023, between the Company and Triton (the "Triton Amended and Restated Closing
Agreement"), the Closing Agreement was amended and restated to provide that, subject to its terms and conditions, the Company may
deliver a Triton Closing Notice and issue certain securities to Triton at any time on or before September 30, 2023, pursuant to which
Triton would be required to purchase such securities of the Company with an aggregate gross purchase price of $1,000,000 in the following
manner. Upon delivery of a Triton Closing Notice and the issuance and delivery of securities as described below, Triton would purchase
Triton Shares in an amount equal to up to 9.99% of the outstanding shares of Class B Common Stock following such purchase, pre-funded
warrants ("Triton Pre-Funded Warrants" and together with Triton Shares, "Triton Securities") that may be exercised
to purchase an amount of newly-issued shares of Class B Common Stock ("Triton Warrant Shares"), or both Triton Shares and
Triton Pre-Funded Warrants, such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants together with the exercise
price to be paid upon full exercise of the Triton Pre-Funded Warrants was required to equal a total gross purchase price of $1,000,000.
Any proceeds under the Triton Amended and Restated Closing Agreement must be reduced by a $25,000 administrative fee. The Triton Amended
and Restated Closing Agreement also provided that it would expire either upon the date that Triton paid the required purchase price after
receiving a Triton Closing Notice, or September 30, 2023. The terms of the price of the Triton Securities and the required date of the
Triton Closing were not amended, except that if Triton elected to purchase Triton Pre-Funded Warrants in lieu of Triton Shares, then the
purchase price per Triton Pre-Funded Warrant acquired would be reduced by $0.01 with such $0.01 being the exercise price of the Triton
Pre-Funded Warrant.

 The Triton Amended and
Restated Closing Agreement provided that Triton's obligation to purchase the Triton Securities was subject to certain conditions.
These conditions included the filing and effectiveness of the required registration statement for the resale of the Triton Securities.
In addition, the Class B Common Stock was required to remain listed on The Nasdaq Capital Market tier of Nasdaq, and the issuance of the
Triton Securities was required to not violate any requirements of Nasdaq. Triton's purchase requirement was also subject to provisions
that prevented Triton from acquiring shares of Class B Common Stock at the time of any sale of the Triton Securities or exercise of the
Triton Pre-Funded Warrants that would result in the number of shares beneficially owned by Triton and its affiliates exceeding 9.99% of
the total number of shares of Class B Common Stock outstanding immediately after giving effect to the issuance of the shares under the
Triton Amended and Restated Closing Agreement or the Triton Pre-Funded Warrants (the "Triton Beneficial Ownership Limitation").
The Triton Amended and Restated Closing Agreement provided for the issuance of the Triton Pre-Funded Warrants in lieu of issuance of some
or all the Triton Shares, with an exercise price of $0.01 per share and with no expiration date, if, in Triton's sole discretion,
it would otherwise exceed the Triton Beneficial Ownership Limitation, or otherwise upon Triton's election. For each of the Triton
Shares that Triton instead elected to be issuable as Triton Warrant Shares, the number of Triton Shares that we were required to issue
to Triton at the time of any sale of the Triton Securities was required to be decreased on a one-for-one basis. We were also required
to provide indemnification against liabilities relating to misrepresentations, breaches of obligations, and third-party claims relating
to the Triton Amended and Restated Closing Agreement, with certain exceptions.

 On August 18, 2023, the
Company filed a Registration Statement on Form S-1 (File No. 333-274079) to register the offer and sale of the Triton Securities in an
amount of up to 177,000 shares of Class B Common Stock consisting of Triton Shares and Triton Warrant Shares, as well as other securities.
The registration statement was declared effective by the SEC on September 6, 2023.

 Under an Amendment to
Triton Amended and Restated Closing Agreement (the "First Triton Amendment"), dated as of September 27, 2023, the Company
and Triton agreed to amend the Triton Amended and Restated Closing Agreement (as amended, the "Amended A&R Closing Agreement")
to provide that the Amended A&R Closing Agreement would expire on December 30, 2023 instead of September 30, 2023; to provide that
up to an aggregate value of $1,000,000 of the Class B Common Stock, based on the purchase price formula described above, may be sold and
purchased pursuant to a Triton Closing Notice; and to amend the form of Triton Closing Notice to provide for a specific number of shares
that may be sold to Triton under the Amended A&R Closing Agreement. The First Triton Amendment did not amend any of the other provisions
of the Triton Amended and Restated Closing Agreement.

 As an incentive to Triton
to enter into the First Triton Amendment and agree to the extension of the term under the Amended A&R Closing Agreement to December
30, 2023, the Company indicated to Triton that it would deliver a Triton Closing Notice under the Amended A&R Closing Agreement to
sell a number of shares of Class B Common Stock equal to approximately 4.9% of the outstanding shares of Class B Common Stock prior to
the sale. Therefore, on September 29, 2023, under the Amended A&R Closing Agreement, the Company delivered a Triton Closing Notice
to Triton (the "First Triton Closing Notice") for the purchase of 52,682 Triton Shares (the "First Triton Shares"),
which was the amount of shares of Class B Common Stock equal to approximately 4.9% of the shares of Class B Common Stock outstanding on
that date. Pursuant to the Amended A&R Closing Agreement, the closing date for this purchase was required to take place within five
business days after the Triton Shares were delivered to Triton. On the date of this Triton Closing (the "First Triton Closing"),
Triton was required to pay the Company a purchase price per share equal to 85% of the lowest daily volume-weighted average price of the
Class B Common Stock during the five business days prior to the date of the First Triton Closing, the proceeds of which would be reduced
by the $25,000 administrative fee, in accordance with the terms of the Amended A&R Closing Agreement.

 On October 4, 2023, the
First Triton Shares were received by Triton. Pursuant to the Amended A&R Closing Agreement, on the fifth business day following the
day that the First Triton Shares were received, Triton was required to pay the Company approximately $45,841, based on a price per share
of $1.3447, equal to 85% of $1.582, the lowest daily volume-weighted average price of the Class B Common Stock during the five-business-day
period ending October 11, 2023, less the $25,000 administrative fee. The Company received payment of this amount on October 13, 2023.

 Under a Second Amendment
to Triton Amended and Restated Closing Agreement (the "Second Triton Amendment"), dated as of December 30, 2023, the Company
and Triton agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement would expire on
March 31, 2024, instead of December 30, 2023. The Second Triton Amendment did not amend any of the other provisions of the Amended A&R
Closing Agreement.

 Under a Third Amendment
to Amended and Restated Closing Agreement (the "Third Triton Amendment"), dated as of March 29, 2024, the Company and Triton
agreed to amend the Amended A&R Closing Agreement to provide that the Amended A&R Closing Agreement would expire on April 30,
2024, instead of March 31, 2024. The Third Triton Amendment did not amend any of the other provisions of the Amended A&R Closing Agreement.

 Pursuant to the Amended
A&R Closing Agreement, as amended by each of the Second Triton Amendment and the Third Triton Amendment, on March 27, 2024, the Company
delivered a Triton Closing Notice to Triton informing Triton that the Company had elected to exercise its right to sell Triton 124,318
Triton Shares (the "Second Triton Shares"). The price of each of the Second Triton Shares was required to be 85% of the lowest
daily volume-weighted average price of the Class B Common Stock during the five business days prior to the Triton Closing for the sale
of the Second Triton Shares (the "Second Triton Closing"), and the Second Triton Closing was required to occur within five
business days after the date that the Second Triton Shares were received by Triton.

 On April 10, 2024, the
date of the Second Triton Closing, the price of the Second Triton Shares was determined to be $1.70 per share based on the lowest daily
volume-weighted average price of the Class B Common Stock during the five business days prior to the Second Triton Closing. On April 17,
2024, the Company received gross proceeds of $211,341.

 Compensation to Boustead
Securities, LLC

 In connection with the
First Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company was required to pay Boustead
a fee equal to 7% of the aggregate purchase price, and non-accountable expense allowance equal to 1% of the aggregate purchase price for
the First Triton Shares. In addition, the Company issued a warrant to Boustead for the purchase of 3,688 shares of Class B Common Stock,
equal to 7% of the number of the First Triton Shares, with an exercise price of $1.3447 per share, subject to adjustment, a five-year
term, and cashless exercise and registration rights.

 In connection with the
Second Triton Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead, as placement
agent compensation, a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to 1% of the aggregate
purchase price for the Second Triton Shares. In addition, the Company issued a warrant to Boustead for the purchase of 8,702 shares of
Class B Common Stock, equal to 7% of the number of the Second Triton Shares, with an exercise price of $1.70 per share, subject to adjustment,
a five-year term, and cashless exercise and registration rights.

 June 2024 TommyBoyTV
Asset Purchase Agreement

 Under an Asset Purchase
Agreement (the "TBTV Asset Purchase Agreement"), dated as of June 21, 2024, among the Company, TommyBoyTV, LLC (the "TBTV
Seller"), and Tomas Cvercko, the owner of all of the membership interests of the TBTV Seller (the "TBTV Member"), the
Company agreed to purchase all of the TBTV Seller's right, title, and interest in and to substantially all of the assets and properties
owned by the TBTV Seller and used in connection with its business of Discord development, social media, online community management, marketing,
and analytics for the payment of $200,000 in cash (the "TBTV Cash Consideration") and the issuance of 5,000 shares of Class
B Common Stock (the "TBTV Stock Consideration").

 Pursuant to the TBTV
Asset Purchase Agreement, on June 21, 2024, the Company paid the TBTV Seller $200,000 and issued the TBTV Stock Consideration to the TBTV
Member, and the TBTV Seller and the TBTV Member delivered title to all of the assets of the TBTV Seller. The TBTV Stock Consideration
vested immediately upon issuance.

 Pursuant to the TBTV
Asset Purchase Agreement, the Company agreed to assume certain liabilities including the obligations, duties and liabilities with respect
to the contracts used in conducting or relating to the business of the TBTV Seller and other specified assets, in each case only to the
extent arising from and after June 21, 2024. These assumed liabilities also exclude any obligations arising from the TBTV Seller's
breach or default before June 21, 2024.

 The TBTV Asset Purchase
Agreement also contains mutual indemnification provisions with respect to breaches of representations and warranties as well as to certain
third-party claims, and indemnification by the Company of the TBTV Seller and the TBTV Member with respect to certain damages with respect
to the assumed liabilities and certain other liabilities asserted by a third party arising after June 21, 2024. In the case of indemnification
provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying party will only become liable
for indemnified losses to the extent that the amount exceeds an aggregate threshold of $25,000. However, this threshold limitation does
not apply to claims by the Company for breaches by the TBTV Seller or the TBTV Member of certain fundamental representations and warranties.
In addition, the Company's aggregate remedy with respect to any and all indemnifiable losses may in no event exceed the purchase
price, consisting of the TBTV Cash Consideration.

 Private Placements of Series A Preferred
Stock

 Under the Ionic Purchase
Agreement, the Company agreed to the issuance and sale of up to 330 shares of the Company's newly designated Series A Preferred
Stock for maximum gross proceeds of $3,000,000. The shares of the Series A Preferred Stock are convertible into shares of Class B Common
Stock. Pursuant to the Ionic Purchase Agreement, the Company is required to issue and sell 165 shares of Series A Preferred Stock at each
of two closings subject to the satisfaction of the terms and conditions for each closing.

 The first closing (the "First Ionic Closing")
occurred on May 24, 2024 for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000. The second
closing (the "Second Ionic Closing"), for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds
of $1,500,000, was required to occur on the first business day on which the conditions specified in the Ionic Purchase Agreement for the
Second Ionic Closing were satisfied or waived, including the filing and effectiveness of the First Registration Statement (as defined
below) and the effectiveness of the Stockholder Approval (as defined below). On July 29, 2024, the conditions to the occurrence of the
Second Ionic Closing were met. As a result, on July 29, 2024, the Company issued and sold 165 shares of Series A Preferred Stock to Ionic
for gross proceeds of $1,500,000.

 Registration Rights
Agreement

 In connection with the Ionic Purchase Agreement,
the Company agreed to provide certain registration rights to Ionic, pursuant to the Registration Rights Agreement, dated as of May 24,
2024, between the Company and Ionic (the "Ionic Registration Rights Agreement"). The Ionic Registration Rights Agreement provides
for the registration for resale of any and all shares of Class B Common Stock issuable to Ionic with respect to the shares of Series A
Preferred Stock under the Ionic Purchase Agreement (the "Registrable Conversion Shares"). Within the later of 15 calendar
days of the First Ionic Closing or May 24, 2024, the Company was required to file a registration statement (the "First Registration
Statement") for the offer and resale of the maximum number of Registrable Conversion Shares permitted to be covered in accordance
with applicable SEC rules, regulations and interpretations. The First Registration Statement was required to be declared effective within
45 days of the First Ionic Closing, or 90 days if the First Registration Statement received a review. Pursuant to these requirements,
a Registration Statement on Form S-1 (File No. 333-280020), was originally filed by the Company with the SEC on June 7, 2024, and as amended,
was filed to register the offer and resale of 385,894 shares of Class B Common Stock, which was considered the maximum number of
Registrable Conversion Shares permitted to be covered in accordance with applicable SEC rules, regulations and interpretations, and was
declared effective by the SEC on July 24, 2024. Following the Second Ionic Closing, which occurred on July 29, 2024, for the issuance
and sale of an additional 165 shares of Series A Preferred Stock for gross proceeds of $1,500,000, the Company was required to file a
registration statement (the "Second Registration Statement") within 45 days of the Second Ionic Closing for the offer and
resale of the maximum number of Registrable Conversion Shares permitted to be covered in accordance with applicable SEC rules, regulations
and interpretations. The Second Registration Statement was required to be declared effective within 45 days of the Second Ionic Closing,
or 90 days if the Second Registration Statement received a review. Pursuant to these requirements, a Registration Statement on Form S-1
(File No. 333-281438), was originally filed by the Company with the SEC on August 9, 2024, and as amended, was filed to register the offer
and resale of 482,120 shares of Class B Common Stock, which was considered the maximum number of Registrable Conversion Shares permitted
to be covered in accordance with applicable SEC rules, regulations and interpretations, and was declared effective by the SEC on September
11, 2024.

 In the event the number
of shares of Class B Common Stock available under the First Registration Statement and the Second Registration Statement is insufficient
to cover all of the Registrable Conversion Shares, the Company will be required to file at least one additional registration statement
(each of such additional registration statement, the First Registration Statement, and the Second Registration Statement, and collectively,
the "Registration Statement") within 14 days of the date that the necessity arises and that such additional Registration Statement
may be filed under SEC rules to cover such Registrable Conversion Shares up to the maximum permitted to be covered under SEC rules, which
must be made effective within 45 days of such date, or 90 days if such additional Registration Statement receives a review. Any failure
to meet the filing deadline for either the First Registration Statement or the Second Registration Statement ("Filing Failure")
would have resulted in liquidated damages of 20,000 shares of Class B Common Stock. Any failure to meet the effectiveness deadline for
any Registration Statement ("Effectiveness Failure") will result in liquidated damages of 20,000 shares of Class B Common
Stock. Each of the shares issuable upon a Filing Failure or an Effectiveness Failure must also be covered by a Registration Statement
to the same extent as the Registrable Conversion Shares. The Company will be required to use its best efforts to keep each Registration
Statement effective until all such shares of Class B Common Stock are sold or may be sold without restriction pursuant to Rule 144 under
the Securities Act ("Rule 144"), and without the requirement for us to be in compliance with the current public information
requirement under Rule 144.

 Terms of Series A
Convertible Preferred Stock under Certificate of Designation and Securities Purchase Agreement

 Pursuant to the Ionic
Purchase Agreement, on May 24, 2024, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock of the Company
with the Secretary of State of the State of Nevada (the "Initial Certificate of Designation"), as amended by the Certificate
of Amendment to Designation (the "First Designation Amendment") filed with the Secretary of State of the State of Nevada on
June 14, 2024, as amended by the Certificate of Amendment to Designation (the "Second Designation Amendment") filed with the
Secretary of State of the State of Nevada on September 4, 2024 at 9:58 AM Pacific Daylight Time, as amended by the Certificate of Amendment
to Designation (the "Third Designation Amendment") filed with the Secretary of State of the State of Nevada on September 4,
2024 at 11:38 AM Pacific Daylight Time (as amended, the "Series A Certificate of Designation"), designating 660 shares of
the Company's preferred stock as "Series A Convertible Preferred Stock," $0.0001 par value per share, and setting forth
the voting and other powers, preferences and relative, participating, optional or other rights of the Series A Preferred Stock. Each share
of Series A Preferred Stock has an initial stated value ("Stated Value") of $10,000 per share.

 The Series A Preferred
Stock ranks senior to all other capital stock of the Company with respect to the payment of dividends, distributions and payments upon
the liquidation, dissolution and winding up of the Company, unless the holders of the majority of the outstanding shares of Series A Preferred
Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

 Holders of Series A Preferred
Stock will be entitled to receive cumulative dividends, in shares of Class B Common Stock (or cash at the Company's option) on the
Stated Value at an annual rate of 6% (which will increase to 12% if a Triggering Event (as defined in the Series A Certificate of Designation)
occurs until such Triggering Event, if curable, is cured). Dividends will be payable upon conversion or redemption of the Series A Preferred
Stock.

 Holders of Series A Preferred
Stock will be entitled to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing
the Stated Value of such shares (plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the
conversion price of the Series A Preferred Stock (the "Conversion Price"). The initial Conversion Price is $3.75, subject
to adjustment including adjustments due to full-ratchet anti-dilution provisions. Holders may elect to convert shares of Series A Preferred
Stock to Class B Common Stock at an alternate conversion price equal to 85% (or 70% if the Company's Class B Common Stock is suspended
from trading on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average of the lowest daily
volume weighed average price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Series A
Certificate of Designation).

 A holder of Series A
Preferred Stock may not convert the Series A Preferred Stock into Class B Common Stock to the extent that such conversion would cause
such holder's beneficial ownership of Class B Common Stock to exceed 4.99% of the outstanding Class B Common Stock immediately after
conversion, which may be increased by the holder to up to 9.99% upon no fewer than 61 days' prior notice (the "Series A Beneficial
Ownership Limitation"). Any conversion of shares of Series A Preferred Stock that would result in the holder beneficially owning
in excess of 4.99% of the shares of Class B Common Stock will not be effected, and the shares of Class B Common Stock that would cause
such excess will be held in abeyance and not issued to the holder until the date the Company is notified by the holder that its ownership
is less than 4.99%, at the applicable Conversion Price, and subject to the holder's compliance with other applicable procedural
requirements for conversion. Holders of Series A Preferred Stock are not prohibited from delivering a Conversion Notice (as defined by
the Series A Certificate of Designation) while another Conversion Notice remains outstanding.

 The Series A Certificate
of Designation provides that the Conversion Price may not be lower than a floor price (the "Floor Price") of $0.4275 per share,
subject to adjustment for stock splits and similar transactions. If the Conversion Price would be less than the Floor Price, then, subject
to the terms and conditions of the Series A Certificate of Designation, the Stated Value will automatically increase in the manner provided
pursuant to the Series A Certificate of Designation, as described in the following paragraph. The Series A Preferred Stock also may not
be converted except to the extent that the shares of Class B Common Stock issuable upon such conversion may be resold pursuant to Rule
144 or an effective and available registration statement.

 If a conversion of Series
A Preferred Stock would have resulted in the issuance of an amount of shares of Class B Common Stock exceeding 19.99% of the Company's
common stock outstanding as of the date of the signing of the related binding agreement, which number of shares would be reduced, on a
share-for-share basis, by the number of shares of common stock issued or issuable pursuant to any transaction or series of transactions
that may be aggregated with the transactions contemplated by the Series A Certificate of Designation under applicable rules of Nasdaq,
including Nasdaq Listing Rule 5635(d) (such amount, the "Exchange Limitation"), the Conversion Price would have been required
to be at least equal to the price (the "Minimum Price") that would be the lower of the last closing price of the stock immediately
preceding the signing of the related binding agreement and the average closing price for the five Trading Days (as defined below) immediately
preceding the signing of the related binding agreement, before the effectiveness of the approval of such number of the holders of the
outstanding shares of the Company's voting securities as required by the Bylaws of the Company (the "Bylaws") and the
NRS, to ratify and approve all of the transactions contemplated by the Transaction Documents (as defined in the Ionic Purchase Agreement),
including the issuance of all of the shares of Series A Preferred Stock and shares of Class B Common Stock upon conversion of the shares
of Series A Preferred Stock, all as may be required by the applicable rules and regulations of The Nasdaq Capital Market tier of Nasdaq
(or any successor entity) (the "Stockholder Approval"). In the event that the Conversion Price on a Conversion Date (as defined
in the Series A Certificate of Designation) would have been less than the applicable Minimum Price or the Floor Price if not for the immediately
preceding sentence, then, upon any conversion of shares of Series A Preferred Stock, the Stated Value will automatically be increased
by an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Class B Common Stock trades
at on the Trading Day immediately preceding the Conversion Date and (II) the applicable Conversion Price and (B) the difference obtained
by subtracting (I) the number of shares of Class B Common Stock delivered (or to be delivered) to the holder on the applicable Conversion
Date with respect to such conversion of shares of Series A Preferred Stock from (II) the quotient obtained by dividing (x) the Stated
Value (plus any accrued but unpaid dividends and other amounts due on such shares) of the Series A Preferred Stock being converted that
the holder has elected to be the subject of the applicable conversion, by (y) the applicable Conversion Price.

 The Ionic Purchase Agreement
required that the Company obtain the Stockholder Approval, by the prior written consent of the requisite stockholders as required by the
Bylaws and the NRS, to ratify and approve all of the transactions contemplated by the Transaction Documents, including the issuance of
all of the shares of Series A Preferred Stock and shares of Class B Common Stock issuable upon conversion of such shares pursuant to the
Ionic Purchase Agreement, all as may be required by the applicable rules and regulations of The Nasdaq Capital Market tier of Nasdaq (or
any successor entity). The Ionic Purchase Agreement and the Series A Certificate of Designation further required that the Company file
a Preliminary Information Statement on Schedule 14C with the SEC within 10 days of the date of the First Ionic Closing followed by the
filing of a Definitive Information Statement on Schedule 14C with the SEC within 20 days of the date of the First Ionic Closing, or within
45 days of the date of the First Ionic Closing if delayed due to a court or regulatory agency, including but not limited to the SEC, which
was required to disclose the Stockholder Approval. In accordance with the rules of the SEC, the Stockholder Approval was required to become
effective 20 days after the Definitive Information Statement was sent or given in accordance with SEC rules.

 In accordance with the
requirements and provisions described above, on May 24, 2024, the Company obtained the execution of a written consent in lieu of a special
meeting of a majority of the voting power of the stockholders of the Company approving a resolution approving the issuance of Class B
Common Stock in aggregate in excess of the limitations provided by Nasdaq Listing Rule 5635(d), including that an amount of shares of
Class B Common Stock equal to or greater than 20% of the total common stock or voting power outstanding on the date of the Series A Certificate
of Designation may be issued pursuant to the Series A Certificate of Designation at a price that may be less than the Minimum Price. On
May 31, 2024, the Company filed a Preliminary Information Statement on Schedule 14C with the SEC. On June 13, 2024, the Company filed
a Definitive Information Statement on Schedule 14C with the SEC disclosing such written consent. As of the 20 th day following
actions meeting these and other applicable requirements, the Company is permitted to issue more than the limited number of shares as defined
by the Exchange Limitation, at a Conversion Price that may be below the Minimum Price.

 Under the Ionic Purchase
Agreement, if the closing price of the Class B Common Stock falls below $3.75 per share, the holder's total sales of Class B Common
Stock will be restricted. The holder may only sell either the greater of $25,000 per Trading Day or 15% of the daily trading volume of
the Class B Common Stock reported by Bloomberg, LP, until the closing price exceeds $3.75. "Trading Day" is defined as a day
on which the principal trading market for the Class B Common Stock is open for trading for at least six hours.

 In addition, while any
of the shares of Series A Preferred Stock are outstanding, if the closing price of the Class B Common Stock is equal to or less than $0.4275
per share for a period of ten consecutive Trading Days, then the Company will promptly take all corporate action necessary to authorize
a reverse stock split of the Class B Common Stock by a ratio equal to or greater than 300% of the quotient obtained by dividing $0.4275
by the lowest closing price of the Class B Common Stock during such ten-Trading Day period, including calling a special meeting of stockholders
to authorize such reverse stock split or obtaining written consent for such reverse stock split, and voting the management shares of the
Company in favor of such reverse stock split.

 The Series A Preferred
Stock will automatically convert to Class B Common Stock upon the 24-month anniversary of the initial issuance date of the Series A Preferred
Stock.

 The Company will have
the right at any time to redeem all or any portion of the Series A Preferred Stock then outstanding at a price equal to 110% of the Stated
Value plus any accrued but unpaid dividends and other amounts due.

 Holders of the Series
A Preferred Stock will generally have the right to vote on an as-converted basis with the Class B Common Stock, subject to the Series
A Beneficial Ownership Limitation.

 Under the Ionic Purchase
Agreement, the Company generally may not sell securities in a financing transaction while Ionic beneficially owns any shares of Series
A Preferred Stock or common stock until the end of the 30-day period following the initial date of the effectiveness of each Registration
Statement or during any Alternate Conversion Measuring Period. In addition, the Company may not file any other registration statement
or any offering statement under the Securities Act, other than a registration statement on Form S-8 or supplements or amendments to registration
statements that were filed and effective as of the date of the Ionic Purchase Agreement (solely to the extent necessary to keep such registration
statements effective and available and not with respect to any Subsequent Placement (as defined by the Ionic Purchase Agreement)), unless
each of the First Registration Statement and the Second Registration Statement is effective and the respective prospectuses are available
for use, or the outstanding shares of Series A Preferred Stock and underlying shares of Class B Common Stock may be resold without limitation
under Rule 144. Additionally, the Company may not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution
on, any securities of the Company without the prior express written consent of Ionic (other than as required by the Series A Certificate
of Designation).

 Compensation to Boustead
Securities, LLC

 In connection with each
of the First Ionic Closing and the Second Ionic Closing, pursuant to the Boustead Engagement Letter and the Underwriting Agreement, the
Company was required to pay Boustead a fee equal to 7% of the aggregate purchase price and a non-accountable expense allowance equal to
1% of the aggregate purchase price for the Series A Preferred Stock. On the date of the First Ionic Closing, we therefore paid Boustead
a total amount of $120,000. In addition, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of
Class B Common Stock, equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of
Series A Preferred Stock sold at the First Ionic Closing at the initial Conversion Price of $3.75 per share (the "May 2024 Boustead
Warrant"). On the date of the Second Ionic Closing, we paid Boustead a total amount of $120,000. In addition, on the date of the
Second Ionic Closing, the Company was required to issue a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock,
equal to 7% of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series A Preferred Stock
sold at the Second Ionic Closing at the initial Conversion Price of $3.75 per share (the "July 2024 Boustead Warrant").

 Pursuant to an Assignment
and Assumption Agreement, dated as of July 30, 2024, among Boustead, Sutter Securities, Inc., a registered broker-dealer and an affiliate
of Boustead ("Sutter"), and the Company (the "First July 2024 Boustead Warrant Assignment Agreement"), all of
the rights to the July 2024 Boustead Warrant were assigned by Boustead to Sutter. Pursuant to an Assignment and Assumption Agreement,
dated as of July 30, 2024, among Sutter, Michael R. Jacks (the "Warrant Assignee"), Boustead, and the Company (the "Second
July 2024 Boustead Warrant Assignment Agreement"), all of the rights to the July 2024 Boustead Warrant were assigned by Sutter to
the Warrant Assignee, a registered representative of Sutter. Pursuant to the First July 2024 Boustead Warrant Assignment Agreement and
the Second July 2024 Boustead Warrant Assignment Agreement, the July 2024 Boustead Warrant was cancelled, and a warrant (the "July
2024 Assignee Warrant") was issued to the Warrant Assignee. The terms of the July 2024 Assignee Warrant are identical to those of
the July 2024 Boustead Warrant.

 The May 2024 Boustead
Warrant and the July 2024 Assignee Warrant have an exercise price of $3.75 per share, subject to adjustment, five-year terms, and cashless
exercise and piggyback registration rights.

 ATM Financing

 ATM Sales Agreement

 On September 27, 2024,
the Company entered into the ATM Sales Agreement with the Sales Agent. Under the terms of the ATM Sales Agreement, the Company may, from
time to time, in transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities
Act, issue and sell through or to the Sales Agent, initially up to a maximum aggregate amount of $2,271,487 of shares of the Company's
Class B Common Stock (the "ATM Shares"). The issuance and sale of the ATM Shares to or through the Sales Agent from time to
time will be effected pursuant to the Shelf Registration Statement and the prospectus supplements filed by the Company with the SEC on
September 30, 2024 and November 18, 2024 relating to the offering of the ATM Shares and the accompanying base prospectus.

 Pursuant to the ATM Sales
Agreement, the Company may issue and sell the ATM Shares from time to time through or to the Sales Agent, acting as sales agent or principal,
subject to the terms and conditions of the ATM Sales Agreement. The Company may instruct the Sales Agent to make such sales, and the Sales
Agent, as agent, will use its commercially reasonable efforts to sell the ATM Shares within the parameters set forth in the Company's
notice to sell, and subject to the satisfaction of the Company's obligations as set forth in the ATM Sales Agreement. The Company
will designate the parameters within which the ATM Shares must be sold, including at a minimum the number to be sold, the time period
during which sales are requested to be made, any limitation on the number of the ATM Shares that may be sold in any one trading day, and
any minimum price below which sales may not be made. The Company has no obligation to sell, and the Sales Agent is not obligated to buy
or sell, any of the ATM Shares under the ATM Sales Agreement and may at any time suspend offers under the ATM Sales Agreement or terminate
the ATM Sales Agreement as provided for in the ATM Sales Agreement. The offering of the ATM Shares pursuant to the related prospectus
supplements to the Shelf Registration Statement and the accompanying base prospectus will terminate upon the earlier of (i) the sale of
all of the ATM Shares pursuant to such prospectus supplements and accompanying base prospectus having an aggregate sales price of $2,271,487,
and (ii) the termination by the Company or the Sales Agent of the ATM Sales Agreement pursuant to its terms.

 Notwithstanding anything
to the contrary in the ATM Sales Agreement, the Sales Agent may only sell the ATM Shares directly into the market at prevailing market
prices in ordinary brokerage transactions that are open to all market participants, and will not sell shares in privately negotiated transactions,
whether acting solely as an agent on behalf of the Company or on a principal basis if agreed by the Sales Agent and the Company.

 Unless otherwise agreed
between the Company and the Sales Agent, settlement for sales of the ATM Shares will occur on the first trading day following the date
on which any sales are made. Sales of the ATM Shares will be settled through the facilities of The Depository Trust Company or by such
other means as the Company and the Sales Agent may agree. There is no arrangement for funds to be received in an escrow, trust or similar
arrangement.

 The Company will pay
the Sales Agent a cash commission of 3.0% of the gross sales price of the ATM Shares sold by the Sales Agent pursuant to the ATM Sales
Agreement. Pursuant to the terms of the ATM Sales Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees
and expenses, not to exceed $60,000 (including but not limited to the reasonable and documented fees and disbursements of its legal counsel),
and additional amounts for annual maintenance of the ATM Sales Agreement (including but not limited to the reasonable and documented fees
and disbursements of its legal counsel) on a quarterly basis, not to exceed $5,000 per quarter.

 Each of the Company and
the Sales Agent has the right, by giving written notice as specified in the ATM Sales Agreement, to terminate the ATM Sales Agreement
in its sole discretion at any time upon five (5) days' prior written notice. The Sales Agent also has the right to terminate the
ATM Sales Agreement at any time in certain circumstances, including in the event of the occurrence of a material adverse change with respect
to the Company, the failure of the Company to perform its obligations under the ATM Sales Agreement, any failure to fulfill any condition
to the obligations of the Sales Agent under the ATM Sales Agreement, or any suspension or limitation of trading of the ATM Shares.

 The ATM Sales Agreement
contains certain covenants, representations and warranties customary for an agreement of this type. The Company agreed to provide indemnification
and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

 Waivers and Consents to ATM Financing

 On September 20, 2024,
the Company entered into a Waiver and Consent, dated as of September 20, 2024 (the "Ionic ATM Waiver"), between the Company
and Ionic, pursuant to which Ionic waived any prohibition, restriction or adverse adjustment that would otherwise apply to any action
of the Company relating to an "at the market offering" (as defined in Rule 415(a)(4) under the Securities Act), of equity
securities of up to $5 million ("Waived ATM Financing") under the Ionic Purchase Agreement or the Series A Certificate of
Designation. Pursuant to the Ionic ATM Waiver, regardless of the terms and conditions of the Ionic Purchase Agreement and the Series A
Certificate of Designation, the Company may at any time enter into any agreement relating to a Waived ATM Financing, the filing of a prospectus
supplement to a prospectus contained in an effective registration statement that was filed under the Securities Act relating to a Waived
ATM Financing, the announcement of a Waived ATM Financing, the issuance, offer, sale, or grant of any shares of Class B Common Stock relating
to a Waived ATM Financing, or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or
services or settlement of any obligations that may otherwise arise with respect to a Waived ATM Financing. In addition, pursuant to the
Ionic ATM Waiver, Ionic waived any adjustment to the applicable Conversion Price, which partly determines the number of shares of Class
B Common Stock issuable upon conversion of a share of Series A Preferred Stock, that would otherwise occur as a result of any Waived ATM
Financing under the terms of the Series A Certificate of Designation.

 On September 26, 2024,
the Company entered into a Limited Waiver and Consent, dated as of September 26, 2024 (the "Boustead ATM Waiver"), between
the Company and Boustead. Pursuant to the Boustead ATM Waiver, Boustead waived any condition on, restriction on, compensation rights,
or rights of first refusal that would be applicable under the Boustead Engagement Letter and the Underwriting Agreement in relation to
a Waived ATM Financing. Pursuant to the Boustead ATM Waiver, the Company may at any time enter into any agreement relating to a Waived
ATM Financing, the filing of a prospectus supplement to a prospectus contained in an effective registration statement that was filed under
the Securities Act relating to a Waived ATM Financing, the announcement of a Waived ATM Financing, the issuance, offer, sale, or grant
of any shares of the Class B Common Stock relating to a Waived ATM Financing, or the issuance, offer, sale, or grant of any securities
in connection with either the provision of goods or services or settlement of any obligations that may otherwise arise with respect to
a Waived ATM Financing. As consideration, the Boustead ATM Waiver provides that the Company will promptly pay Boustead 3.0% of the gross
sales price of all shares of Class B Common Stock sold in connection with any Waived ATM Financing until the end of the applicability
of the provisions of the right of first refusal provisions of the Boustead Engagement Letter.

 Critical Accounting Estimates

 This discussion and analysis of our financial
condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP"). The preparation of these financial statements requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at
the date of the financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are based
on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are
described in more detail in the notes to our financial statements included with this Annual Report, we believe that the following accounting
policies are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving
management's judgments and estimates. We believe our most critical accounting policies and estimates relate to the following:

 Intangible Assets

 Intangible assets acquired are recorded at fair
value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying
value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually or whenever events
or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the carrying value exceeds the fair
value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying value. Management uses considerable judgment
to determine key assumptions, including projected revenue, royalty rates and appropriate discount rates. During the year ended December
31, 2024 and 2023, there were no intangible asset impairment charges.

 Finite-lived intangible assets are amortized using
the straight-line method over their estimated useful lives, which ranges from 5 to 15 years. Our finite-lived intangible assets include
acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally developed software. Our indefinite-lived
intangible assets include acquired domain names, trade names, and purchased software.

 Intangible assets internally developed are measured
at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during the application development
stage. These costs include fees paid to third parties for development services and payroll costs for employees' time spent developing
the software. We expense costs incurred during the preliminary project stage and the post-implementation stage. Capitalized development
costs are amortized on a straight-line basis over the estimated useful life of the software. The capitalization and ongoing assessment
of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including,
but not limited to, technological and economic feasibility, and estimated economic life.

 Impairment of Long-lived Assets Other Than
Goodwill

 Long-lived assets with finite lives, primarily
property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the
asset and its eventual disposition are below the asset's carrying value, then the asset is deemed to be impaired and written down
to its fair value.

 Advertising Expenses

 The Company expenses advertising costs as they
incurred. Total advertising expenses were $944,635 and $436,066 for the year ended December 31, 2024 and 2023, respectively, and have
been included as part of general and administrative expenses.

 Research and Development

 Research and development costs are charged to
expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development
costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable
agreement.

 The Company incurred research and development
expenses of $423,299 and $18,935 for the year ended December 31, 2024 and 2023, respectively, and have been included as
part of contract labor.

 Stock Based Compensation

 Service-Based Awards

 The Company records stock-based compensation for
awards granted to employees, non-employees, and to members of the board for their services on the board based on the grant date fair value
of awards issued, and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three
years.

 For restricted stock awards ("RSAs")
issued under the Company's stock-based compensation plans, the fair value of each grant is calculated based on the Company's
stock price on the date of grant.

 Share Repurchase

 Share repurchases are open market purchases. Share
repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares
is deducted from stockholders' equity through common stock with the excess over par value recorded to accumulated deficit.

 Revenue Recognition

 The Company recognizes revenue utilizing the following
steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine
the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when
the Company satisfies a performance obligation.

 Subscriptions

 Subscription revenue is related to a single performance
obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or
annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service
period.

 Marketing

 Revenue related to marketing campaign contracts
with customers are normally of a short duration, typically less than two (2) weeks.

 AE.360.DDM Contracts

 Revenue related to AE.360.DDM contracts with customers
are normally of a short duration, typically less than one (1) week.

 Contract Liabilities

 Contract liabilities consist of quarterly and
annual subscription revenue that have not been recognized. Revenue under these agreements is recognized over the related service period.
As of December 31, 2024 and 2023, total contract liabilities were $369 and $3,445 respectively. Contract liabilities are expected
to be recognized as revenue over a period not to exceed twelve (12) months.

 Changes in contract liabilities for the year ended
December 31, 2024 are as follows:

 2024

 2023

 Balance, January 1

 $
 3,445

 $
 4,648

 Deferral of revenue

 -

 -

 Recognition of revenue

 (3,076
)

 (1,203
)

 Balance, December 31

 $

 $
 3,445

 Earnings per Share
of Common Stock

 The Company has adopted Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") Topic 260, " Earnings per Share " which
requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial
statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock
and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from
common stock issuable through contingent share arrangements, stock options and warrants unless the result would be antidilutive. The
Company would account for the potential dilution from convertible securities using the as-if converted method. The Company accounts for
warrants and options using the treasury stock method.

 As of December
31, 2024, warrants representing 105,490 shares of common stock equivalents were excluded from the computation from diluted net loss per
share as the result was anti-dilutive.

 Income Taxes

 As described in more detail above (see Item 1.
" Business – Corporate History and Structure – Formation and Merger into Asset Entities Inc. "), the business
now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited
liability company, or LLC, and that LLC was merged into the Company on March 28, 2022. Prior to that date, the partnership and the subsequent
LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members.

 The Company adopted FASB ASC 740, Income Taxes,
at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense
represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets
and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2024 or December 31, 2023.

 Segment Reporting

 The Company operates as one operating
segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews the operating results
for the Company as a whole to make decisions about allocating resources and assessing financial performance. The CODM uses operating margin
and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating
decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between
operating expenses and the management and forecasting of cash to ensure enough capital is available. Accordingly, we determined we operate
in a single reporting segment.

 Our CEO assesses performance and decides how to
allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets
on the Consolidated Balance Sheets represent our segment assets.

 Recent Accounting Pronouncements

 In
November 2024, the FASB issued ASU 2024-03 final standard on Income Statement: Disaggregation of Income Statement Expenses, which requires
disaggregated disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity
presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories
in disclosures within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027.

 The Company has considered
all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact
on its financial statements.

 Recently Adopted Accounting Standards

 In November 2023, the FASB issued ASU 2023-07,
which improves reportable segment disclosure requirements. Primarily through enhanced disclosures about significant segment expenses among
other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments
will be applied retrospectively to all prior periods presented in the accompanying financial statements. The adoption of ASU 2023-07 has
not had a material effect on the Company's statements and disclosures.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The full text of our audited consolidated financial
statements begins on page F-1 of this Annual Report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) prior to the filing of this Annual Report. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures
were, in design and operation, effective at a reasonable assurance level.

 Management's Annual Report on Internal
Control over Financial Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) of
the Exchange Act. Our internal control system is designed to provide reasonable assurance regarding the preparation and fair presentation
of financial statements for external purposes in accordance with generally accepted account principles. All internal control systems,
no matter how well designed, have inherent limitations and can provide only reasonable assurance that the objectives of the internal control
system are met.

 Management assessed the
effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the
framework set forth in the report entitled Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company's internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

 Based
on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company's internal control over
financial reporting as of December 31, 2024 was effective.

 This Annual
Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Pursuant to Item 308(b) of Regulation S-K, management's report is not subject to attestation by our independent registered
public accounting firm because the Company is neither an "accelerated filer" nor a "large accelerated filer" as
those terms are defined by the SEC.

 Changes in Internal Control over Financial
Reporting

 There were no changes in our internal control
over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 Inherent Limitation on the Effectiveness of Internal Control

 The effectiveness of any system of internal control
over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing,
operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of
internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not
absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you
that such improvements will be sufficient to provide us with effective internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 We have no information to disclose that was required
to be disclosed in a report on Form 8-K during the fourth quarter of fiscal year 2024 but was not reported.

 None of our directors or "officers,"
as defined in Rule 16a-1(f) under the Exchange Act, adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1
trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter ended December 31, 2024.

 New Executive Employment and Consulting
Agreements

 On March 27, 2025, the Company entered into a
letter agreement between the Company and Arshia Sarkhani, the Company's Chief Executive Officer and President, dated as of March
27, 2025 (the "New Arshia Sarkhani Agreement"). Under the New Arshia Sarkhani Agreement, Mr. Sarkhani will remain employed
by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with
its terms or extended by mutual written agreement. For the period beginning on the day following the date of the termination of the Company's
previous letter agreement, dated as of April 21, 2022, between the Company and Mr. Sarkhani (the "Prior Arshia Sarkhani Employment
Agreement"), and ending on April 1, 2027, the Company will pay Mr. Sarkhani an annual salary of $240,000. Pursuant to the New Arshia
Sarkhani Agreement, the Company will also pay Mr. Sarkhani an immediate cash bonus of $25,000. Mr. Sarkhani will also be eligible to receive
an annual cash bonus as determined by the Company's board of directors or the Compensation Committee of the board (the "Compensation
Committee"). Subject to the approval by the Company's stockholders of an amendment to the Asset Entities Inc. 2022 Equity
Incentive Plan (the "Plan") to increase the number of shares of the Class B Common Stock available for grant under the Plan,
and further subject to the approval of the board or the Compensation Committee, Mr. Sarkhani will be granted an award of shares of Class
B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock
award agreement (the "Sarkhani Award Agreement"). The shares will vest equally over two years on each anniversary of the Sarkhani
Award Agreement subject to Mr. Sarkhani's continuous service. Upon a change of control of the Company, all of the shares will vest
immediately. The Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions. Under the New Arshia Sarkhani
Agreement, Mr. Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company
from time to time, subject to plan terms and generally applicable Company policies. The New Arshia Sarkhani Agreement also contains certain
confidentiality provisions. The Company may terminate Mr. Sarkhani for "cause" as defined in the New Arshia Sarkhani Agreement.
If the Company terminates Mr. Sarkhani without cause, the Company will be required to pay Mr. Sarkhani a separation fee of $240,000.

 On March 27, 2025, the Company entered into a
letter agreement between the Company and Matthew Krueger, the Company's Chief Financial Officer, Treasurer and Secretary, dated
as of March 27, 2025 (the "New Krueger Agreement"). Under the New Krueger Agreement, Mr. Krueger will remain employed by the
Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms
or extended by mutual written agreement. For the period beginning on the day following the date of the termination of the Company's
previous letter agreement, dated April 21, 2022, between the Company and Mr. Krueger (the "Prior Krueger Agreement"), and
ending on April 1, 2027, the Company will pay Mr. Krueger an annual salary of $180,000. Pursuant to the New Krueger Agreement, the Company
will also pay Mr. Krueger an immediate cash bonus of $50,000. Mr. Krueger will also be eligible to receive an annual cash bonus as determined
by the board or the Compensation Committee. Subject to the approval by the Company's stockholders of an amendment to the Plan
to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval of the
board or the Compensation Committee, Mr. Krueger will be granted an award of shares of Class B Common Stock under the Plan in an amount
to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the "Krueger Award Agreement").
The shares will vest equally over two years on each anniversary of the Krueger Award Agreement subject to Mr. Krueger's continuous
service. Upon a change of control of the Company, all of the shares will vest immediately. The Krueger Award Agreement will also contain
non-competition and non-solicitation provisions. Under the New Krueger Agreement, Mr. Krueger will be eligible to participate in standard
benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable
Company policies. The New Krueger Agreement also contains certain confidentiality provisions. The Company may terminate Mr. Krueger for
"cause" as defined in the New Krueger Agreement. If the Company terminates Mr. Krueger without cause, the Company will be
required to pay Mr. Krueger a separation fee of $180,000.

 On March 27, 2025, the Company entered into a
letter agreement between the Company and Kyle Fairbanks, the Company's Executive Vice-Chairman and Chief Marketing Officer, dated
as of March 27, 2025 (the "New Kyle Fairbanks Agreement"). Under the New Kyle Fairbanks Agreement, Mr. Fairbanks will remain
employed by the Company for a term that will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance
with its terms or extended by mutual written agreement. For the period beginning on the day following the date of the termination of the
Company's previous letter agreement, dated April 21, 2022, between the Company and Mr. Fairbanks (the "Prior Kyle Fairbanks
Agreement"), and ending on April 1, 2027, the Company will pay Mr. Fairbanks an annual salary of $240,000. Pursuant to the New Kyle
Fairbanks Agreement, the Company will also pay Mr. Fairbanks a cash bonus of $10,000 on April 1, 2025. Mr. Fairbanks will also be eligible
to receive an annual cash bonus as determined by the board or the Compensation Committee. Subject to the approval by the Company's
stockholders of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan,
and further subject to the approval of the board or the Compensation Committee, Mr. Fairbanks will be granted an award of shares of Class
B Common Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock
award agreement (the "Fairbanks Award Agreement"). The shares will vest equally over two years on each anniversary of the
Fairbanks Award Agreement subject to Mr. Fairbanks's continuous service. Upon a change of control of the Company, all of the shares
will vest immediately. The Fairbanks Award Agreement will also contain non-competition and non-solicitation provisions. Under the New
Kyle Fairbanks Agreement, Mr. Fairbanks will be eligible to participate in standard benefits plans offered to similarly-situated employees
by the Company from time to time, subject to plan terms and generally applicable Company policies. The New Kyle Fairbanks Agreement also
contains certain confidentiality provisions. The Company may terminate Mr. Fairbanks for "cause" as defined in the New Kyle
Fairbanks Agreement. If the Company terminates Mr. Fairbanks without cause, the Company will be required to pay Mr. Fairbanks a separation
fee of $240,000.

 On March 27, 2025, the Company entered into an
engagement letter between the Company and Michael Gaubert, the Company's Executive Chairman, dated as of March 27, 2025 (the "New
Gaubert Agreement"). Under the New Gaubert Agreement, Mr. Gaubert will continue to provide services to the Company for a term that
will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual
written agreement. For the period beginning on the day following the date of the termination of the Company's previous engagement
letter, dated April 21, 2022, between the Company and Mr. Gaubert (the "Prior Gaubert Agreement"), and ending on April 1,
2027, the Company will pay Mr. Gaubert a monthly fee of $20,000. Pursuant to the New Gaubert Agreement, the Company will also pay Mr.
Gaubert an immediate cash fee of $75,000. Mr. Gaubert will be eligible to receive additional cash payments as determined by the Company.
Mr. Gaubert will also be reimbursed for all preapproved costs and expenses reasonably incurred in the performance of his services to the
Company. Subject to the approval by the Company's stockholders of an amendment to the Plan to increase the number of shares of Class
B Common Stock available for grant under the Plan, and further subject to the approval of the board or the Compensation Committee, Mr.
Gaubert will be granted an award of shares of Class B Common Stock under the Plan in an amount to be determined by the board or the Compensation
Committee pursuant to a restricted stock award agreement (the "Gaubert Award Agreement"). The shares will vest equally over
two years on each anniversary of the Gaubert Award Agreement subject to Mr. Gaubert's continuous service. The Gaubert Award Agreement
will also contain non-competition and non-solicitation provisions. Upon a change of control of the Company, all of the shares will vest
immediately. Under the New Gaubert Agreement, Mr. Gaubert will be eligible to participate in standard benefits plans offered to similarly-situated
employees by the Company from time to time, subject to plan terms and generally applicable Company policies. The New Gaubert Agreement
also contains certain confidentiality provisions. The New Gaubert Agreement may be terminated by either party upon 30 days' advance
written notice. However, if either party breaches a material obligation under the New Gaubert Agreement, and such breach continues for
a period of ten days after the other party notifies the breaching party, the New Gaubert Agreement may be terminated immediately by notice
to the breaching party. In addition, if the Company commits such a breach, or the Company terminates Mr. Gaubert in the absence of a material
breach by Mr. Gaubert under the New Gaubert Agreement, then any shares granted will vest immediately, any shares due will be granted and
vest immediately, and the Company will be required to pay Mr. Gaubert a separation fee of $240,000.

 Each of the executive officers named above was required to sign an
Employee Confidential Information and Inventions Assignment Agreement or an Independent Contractor Confidential Information and Inventions
Assignment Agreement which prohibits unauthorized use or disclosure of the Company's proprietary information, contains a general
assignment of rights to inventions and intellectual property rights, non-competition provisions that apply during the term of employment
or services, non-solicitation provisions that apply during the term of employment or services and for one year after the term of employment
or services, and non-disparagement provisions that apply during and after the term of employment or services.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 The following sets forth information about our
directors and executive officers:

 Name

 Age

 Position

 Michael Gaubert

 Executive Chairman and Director

 Arshia Sarkhani

 Chief Executive Officer, President and Director

 Matthew Krueger

 Chief Financial Officer, Treasurer and Secretary

 Arman Sarkhani

 Chief Operating Officer

 Kyle Fairbanks

 Chief Marketing Officer, Executive Vice-Chairman and Director

 Jason Lee

 Chief Technology Officer

 Richard A. Burton

 John A. Jack II

 Scott K. McDonald

 David Reynolds

 Michael
Gaubert has served as our Executive Chairman since January 2022 and has been a director of the Company since March 2022. Mr.
Gaubert has been a licensed attorney for 31 years. Since July 2016, Mr. Gaubert has been the President of Gaubert Law Group, PC, where
he provides legal services to his clients. Prior to establishing Gaubert Law Group, PC, from March 2015 to July 2016, Mr. Gaubert was
a partner at the national law firm of Lewis Brisbois Bisgaard & Smith, LLP, ranked in the top 20 largest law firms in the country.
Since August 2017, Mr. Gaubert has been a manager of the rideshare company Get It Holdings, LLC. From February 2015 to December 2017,
Mr. Gaubert was the chairman and chief executive officer of Get Me, LLC, a rideshare/delivery software app operator, and he resumed the
position of chairman in April 2018. Mr. Gaubert has litigation and trial experience working on complex cases in a variety of areas relating
to management contracts, termination agreements, loan agreements, real estate sale and purchase contracts, and various other agreements.
Mr. Gaubert has represented large real estate companies, hotel owners and operators, including publicly- and privately-held businesses,
in litigation in multiple U.S. states. Mr. Gaubert represents clients in complex commercial and business litigation, business and real
estate, and other transactions. Mr. Gaubert's areas of practice include general contract, business torts, real estate litigation
and transactions, hotel and hospitality law, construction contracts and litigation, personal services contracts, consulting agreements,
bankruptcy litigation, intellectual property, e-commerce and Internet-related issues, and certain aspects of entertainment law and related
disputes. Mr. Gaubert is admitted to practice law in all of the Courts of the State of Texas, the United States District Court for the
Northern District of Texas, the United States District Court for the Eastern District of Texas, the United States Court of Appeals for
the Third Circuit, and the United States Court of Appeals for the Fifth Circuit. Mr. Gaubert received his JD from Georgetown University
Law Center and his bachelor's degree in History with a minor in Business Administration and African American Studies from Southern
Methodist University. We believe that Mr. Gaubert is qualified to serve on the board of directors due to his deep knowledge of the Company
and his professional, executive and board experience.

 Arshia Sarkhani is a co-founder
of Asset Entities, has served as our Chief Executive Officer since September 2021 and as our President since March 2022, and has been
a director of the Company since March 2022. Mr. Sarkhani was our Head of Monetization from August 2020, when we began our operations as
a general partnership, until September 2021. From April 2020 and July 2020 to December 2021, Mr. Sarkhani was the sole owner and chief
executive officer of Sarkhani Inc. and Shiazon Inc., respectively. Before co-founding Asset Entities, Mr. Sarkhani actively invested and
developed a social media following which he and his co-founders utilized when starting Asset Entities. From May 2019 to September 2020,
Mr. Sarkhani was a legal intern at The RDM Legal Group. From September 2015 to May 2018, Mr. Sarkhani attended the University of California,
Merced, and subsequently, from September 2018 to May 2019, Grossmont Community College. From September 2019 to May 2021, Mr. Sarkhani
attended San Diego State University where he received his Bachelor's degree in Humanities. We believe that Mr. Sarkhani is qualified
to serve on the board of directors as a co-founder with deep knowledge of Asset Entities.

 Matthew Krueger has served as our
Chief Financial Officer since September 2021 and has been the Company's Secretary and Treasurer in March 2022. Since December 2018,
Mr. Krueger has been the manager and chief executive officer of consulting company Xcelerated Consulting, LLC where he provides business
and management services to clients in the technology, oil and gas, and real estate industry. From March 2015 to December 2018, Mr. Krueger
was the director of finance at Get Me, LLC. From 2010 to 2015, he had roles as the director of finance, controller, and assistant controller
at Technology Resource Center of America, LLC. Mr. Krueger received his bachelor's degree in Business Administration, with a minor
in Accounting, summa cum laude, from Finlandia University. Mr. Krueger holds a Texas CPA license.

 Arman Sarkhani is a co-founder of
Asset Entities and has served as the Chief Operating Officer since January 2022. Before co-founding Asset Entities, Mr. Sarkhani actively
invested and developed a social media following which he and his co-founders utilized when starting Asset Entities. From October 2019
to November 2020, Mr. Sarkhani was a tutor with AVID, a nonprofit educational service, at Mount Carmel High School. From August 2018 to
May 2021, Mr. Sarkhani attended Miramar Community College. Mr. Sarkhani has attended University of California – San Diego since
September 2021, and expects to earn a bachelor's degree in Psychology, Marketing, and Management in May 2025.

 Kyle Fairbanks is a co-founder of
Asset Entities, has served as our Executive Vice-Chairman since January 2022, as our Chief Marketing Officer since November 2023, and
has been a director of the Company since March 2022. Mr. Fairbanks was our Executive Chairman from August 2020, when we began our operations
as a general partnership, until January 2022. Before co-founding Asset Entities, Mr. Fairbanks actively invested and developed a social
media following which he and his co-founders utilized when starting Asset Entities. From December 2019 to December 2020, Mr. Fairbanks
worked as a certified personal trainer with Associated Students, a student-led nonprofit auxiliary of California State University, Chico.
From September 2017 to May 2018, Mr. Fairbanks worked as a part-time instructional aide at the Humboldt County Office of Education Juvenile
Hall Court. From September to October 2019, Mr. Fairbanks worked as a dining hall student-employee at California State University, Chico.
Mr. Fairbanks received his Bachelor's degree in Business Administration and Management from California State University, Chico in
May 2020. We believe that Mr. Fairbanks is qualified to serve on the board of directors as a co-founder with deep knowledge of Asset Entities.

 Jason Lee has served as our Chief
Technology Officer since November 2023. In July 2020, Mr. Lee founded Ternary Inc., a Discord community business management service, and
served as its Chief Executive Officer until November 2023 when its business and assets were acquired by the Company. In August 2019, Mr.
Lee co-founded OptionsSwing Inc., an educational Discord options trading service, and served as its Chief Executive Officer until November
2023 when its business and assets were also acquired by the Company. In 2021, Mr. Lee was placed on the Forbes Next 1000 list and received
the GFEL Excellence in Education Award for his work at OptionsSwing. From April 2014 to November 2020, Mr. Lee worked for Salesforce Inc.
(NYSE: CRM), where from February 2017 he was a Lead Solution Engineer after consecutive positions as an Associate Solution Engineer, Solution
Engineer, and Senior Solution Engineer from April 2014 to February 2017. Mr. Lee holds several Salesforce certifications, which underscore
his expertise in customer relationship management (CRM) technologies. Mr. Lee received his bachelor's degree in U.S. History from
Syracuse University.

 Richard A. Burton has been a director
of the Company since February 2023. Mr. Burton is licensed to practice law in Texas. Since 2009, Mr. Burton has served as general counsel
and executive vice president for Landmark Management Group, LLC. As part of his duties at Landmark Management Group, he manages the corporate
and regulatory affairs of companies in the financial services industry, in addition to managing the human resources department and acting
as company spokesperson. From 1996 to 2008, Mr. Burton was general counsel and executive vice president for Marketing Investors Corporation,
Inc. where he managed the corporate and litigation affairs of businesses operating in the real estate, apparel, direct to consumer sales
and restaurant industries. Mr. Burton has been a director on several boards over the years, including CreditAssociates, LLC, CID Resources,
Inc. and BayLab USA, LLC. Mr. Burton received his JD from the Albany Law School of Union University and his bachelor's degree in
Finance and Economics from State University of New York at Albany. We believe that Mr. Burton is qualified to serve on the board of directors
due to his extensive legal career and board of directors experience.

 John A. Jack II has been a director
of the Company since February 2023. Since 1998, Mr. Jack has been an Allstate Insurance Agent with offices in Boca Raton and Delray Beach,
Florida. Throughout this time, these offices have won numerous awards from Allstate, including the Honor Ring for six years, Circle of
Champions Award for three years, Inner Circle Elite Award for two years and the National Conference Award for one year. Mr. Jack served
on the Advent Lutheran School Board of Boca Raton, Florida from 2012 to 2016 and served on the Advent Luther Church Executive Committee
of Boca Raton, Florida until February 2024. Mr. Jack played Division 1 College football for the famed Miami Hurricanes from 1985 to 1989
winning a national championship under the nationally known former coach, Jimmy Johnson, before attending law school at Georgetown. Mr.
Jack received a JD from Georgetown University Law Center and his bachelor's degree in Communication and Economics from the University
of Miami. Mr. Jack was formerly licensed to practice law in Florida. We believe that Mr. Jack is qualified to serve on the board of directors
due to his record of business team management and successes.

 Scott K. McDonald has
been a director of the Company since February 2023. Mr. McDonald is licensed to practice law in Texas. Over the course of the four decades
Mr. McDonald has been practicing law, he has represented buyers and sellers of real property and lenders in a variety of transactions,
including clients who buy, sell and develop unimproved real property and who buy and sell improved property such as multifamily projects,
retail projects and office buildings. Mr. McDonald has also been lender's counsel for banks, savings and loans and private lenders.
From 2001 to 2007, and again from 2019 to 2022, Mr. McDonald has served on the Planning and Zoning Commission for the City of DeSoto,
Texas. Mr. McDonald received his JD from the University of Texas and his bachelor's degree in Political Science and Mathematics
from Southern Methodist University. We believe that Mr. McDonald is qualified to serve on the board of directors due to his extensive
legal career and commission experience.

 David Reynolds has been
a director of the Company since May 2024. Since 2011, Mr. Reynolds has worked at MRO Corporation, a healthcare software company, initially
as Regional Director of Sales – West from September 2011 to August 2018, and in his current position as Senior Director of Sales
– Major Accounts since August 2018. Prior to these positions, Mr. Reynolds held various sales and business development positions
at other healthcare software companies including Superior Global Solutions, EDiX Corporation, and Webmedx (now Nuance Communications).
Mr. Reynolds is proficient with many customer relationship management (CRM) software tools including Salesforce, Saleslogix, Sage and
HubSpot. From March 2024 to August 2024, Mr. Reynolds served as a member of the board of directors of Trinity Constructors, Inc., a commercial
construction company in Texas. Mr. Reynolds attended University of Denver and Southern Methodist University where he studied Political
Science and English. We believe that Mr. Reynolds is qualified to serve on our board of directors due to his extensive sales, CRM software,
and cybersecurity experience as a healthcare software executive.

 Our directors currently have terms which will
end at our next annual meeting of the stockholders or until their successors are elected and qualify, subject to their prior death, resignation
or removal. Officers serve at the discretion of the board of directors. There is no arrangement or understanding between any director
or executive officer and any other person pursuant to which he was or is to be selected as a director, nominee or officer.

 Family Relationships

 Arman Sarkhani, our Chief Operating Officer, and
Arshia Sarkhani, our Chief Executive Officer and President and a director, are brothers. There are no other family relationships among
any of our executive officers or directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, except as described
below, none of our directors or executive officers has, during the past ten years:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic
violations and other minor offences);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership,
corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing
or within two years prior to that time;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise
limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance
activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree,
or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants),
relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting
financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement
or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation
prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity
(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.

 Committees of the Board of Directors

 Our board established the Company's Audit Committee (the "Audit Committee"), Compensation Committee, and Nominating
and Corporate Governance Committee (the "Nominating and Corporate Governance Committee"), each with its own charter approved
by the board. Each committee's charter is also available on our website at

 In addition, our board of directors may, from
time to time, designate one or more additional committees, which shall have the duties and powers granted to it by our board of directors.

 For further related discussion, see Item 13. " Certain
Relationships and Related Transactions, and Director Independence – Director Independence – Committees of the Board of Directors ".

 Audit Committee Members

 Richard A. Burton, John A. Jack II, and Scott
K. McDonald, each of whom has been determined by the board of directors to satisfy the "independence" requirements of Rule 10A-3
under the Exchange Act and Nasdaq's rules, serve on the Audit Committee, with Mr. Burton serving as the chairman. Our board has
determined that Mr. Burton qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K
promulgated by the SEC.

 Material Changes to Director Nomination Procedures

 There have been no material changes to the procedures
by which stockholders may recommend nominees to our board of directors since such procedures were last disclosed.

 Code of Ethics and Business Conduct

 We have adopted a Code of Ethics and Business
Conduct that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer
and principal accounting officer. Such Code of Ethics and Business Conduct addresses, among other things, honesty and ethical conduct,
conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities
laws, and reporting of violations of the Code of Ethics and Business Conduct.

 The full text of the Code of Ethics and Business
Conduct is attached as Exhibit 14.1 to this Annual Report and posted on our website at  Any waiver of
the Code of Ethics and Business Conduct for directors or executive officers must be approved by the Audit Committee. We will disclose
future amendments to our Code of Ethics and Business Conduct, or waivers from our Code of Ethics and Business Conduct for our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on
our website within four business days following the date of the amendment or waiver. In addition, we will disclose any waiver from
our Code of Ethics and Business Conduct for our other executive officers and our directors on our website. A copy of our Code of Ethics
and Business Conduct will also be provided free of charge upon request to: Secretary, Asset Entities Inc., 100 Crescent Ct, 7th Floor,
Dallas, TX 75201.

 Insider Trading Policy

 Effective March 28, 2023, we adopted an insider trading policy that
applies to all our executive officers, directors and key employees. The insider trading policy codifies the legal
and ethical principles that govern trading in our securities by persons associated with the Company that may possess material nonpublic
information relating to the Company. A copy of the insider trading policy is filed as Exhibit 19.1 to this report.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange Act requires our
directors and executive officers and beneficial holders of more than 10% of our shares of common stock to file with the SEC initial reports
of ownership and reports of changes in ownership of our equity securities. Based solely on a review of our records, publicly available
information, and written representations by the persons required to file such reports, we believe that during the fiscal year ended December
31, 2024, there were no delinquent Section 16(a) reports, except the following: Each of AEH, Arman Sarkhani, Arshia Sarkhani, Jackson
Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert filed a late Form 4 to report three transactions on September 16, 2024.

 ITEM 11. EXECUTIVE COMPENSATION.

 Summary Compensation Table - Years Ended December 31, 2024 and 2023

 The following table sets forth information concerning all cash and
non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 ($)

 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Arshia Sarkhani,

 2024

 75,000

 6,174
 (1)

 -

 12,864

 Chief Executive Officer and President

 2023

 486,000
 (2)

 -

 7,346

 Michael Gaubert,

 2024

 75,000

 9,549
 (3)

 -

 12,864

 Executive Chairman

 2023

 220,000

 50,000

 547,965
 (4)

 -

 27,346
 (5)

 Kyle Fairbanks,

 2024

 -

 4,658
 (6)

 -

 12,864

 Executive Vice-Chairman and Chief Marketing Officer

 2023

 486,000
 (7)

 -

 7,346

 (1)
 On December 27, 2024, Arshia Sarkhani was granted 13,254 shares of Class B Common Stock. The aggregate
grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to
the Company's financial statements beginning on page F-1 of this Annual Report.

 (2)
 On February 7, 2023, Arshia Sarkhani was granted 40,000 shares of Class B Common Stock subject to vesting
as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date. The aggregate grant
date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company's
financial statements beginning on page F-1 of this Annual Report.

 (3)
 On December 27, 2024, Michael Gaubert was granted 20,500 shares of Class B Common Stock. The aggregate
grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to
the Company's financial statements beginning on page F-1 of this Annual Report.

 (4)
 On February 7, 2023, Michael Gaubert was granted 45,100 shares of Class B Common Stock subject to vesting
as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date. The aggregate grant
date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company's
financial statements beginning on page F-1 of this Annual Report.

 (5)
 All other compensation consisted of consulting fees and health insurance.

 (6)
 On December 27, 2024, Kyle Fairbanks was granted 10,000 shares of Class B Common Stock. The aggregate
grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to
the Company's financial statements beginning on page F-1 of this Annual Report.

 (7)
 On February 7, 2023, Kyle Fairbanks was granted 40,000 shares of Class B Common Stock subject to subject
to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date. The aggregate
grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to
the Company's financial statements beginning on page F-1 of this Annual Report.

 Executive
Employment and Consulting Agreements

 Under the Prior Arshia Sarkhani Employment Agreement,
the term of the Prior Arshia Sarkhani Employment Agreement commenced as of the closing of our initial public offering on February 7, 2023,
and terminated on February 7, 2025 in accordance with its terms. During the term of the Prior Arshia Sarkhani Employment Agreement, the
Company paid Mr. Sarkhani an annual salary of $240,000 and paid an initial cash bonus of $10,000. Mr. Sarkhani was eligible to receive
an annual cash bonus as determined by the board of directors. Pursuant to the Prior Arshia Sarkhani Employment Agreement, following the
closing of the initial public offering, on February 7, 2023, the Company entered into its standard form of restricted stock award agreement
with Mr. Sarkhani granting restricted stock under the Plan in the amount of 40,000 shares of Class B Common Stock subject to vesting as
to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date. Upon a change of control
of the Company, all of the shares will vest immediately. Under the Prior Arshia Sarkhani Employment Agreement, Mr. Sarkhani was eligible
to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms
and generally applicable Company policies. The Prior Arshia Sarkhani Employment Agreement also contained certain confidentiality provisions.

 Under the Prior Kyle Fairbanks Agreement, the
term of the Prior Kyle Fairbanks Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated
on February 7, 2025 in accordance with its terms. During the term of the Prior Kyle Fairbanks Agreement, the Company paid Mr. Fairbanks
an annual salary of $240,000 and paid an initial cash bonus of $10,000. Mr. Fairbanks was eligible to receive an annual cash bonus as
determined by the board of directors. Pursuant to the Prior Kyle Fairbanks Agreement, following the closing of the initial public offering,
on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr. Fairbanks granting restricted
stock under the Plan in the amount of 40,000 shares of Class B Common Stock subject to vesting as to approximately one-third of the total
granted shares on each of the first three anniversaries of the grant date. Upon a change of control of the Company, all of the shares
will vest immediately. Under the Prior Kyle Fairbanks Agreement, Mr. Fairbanks was eligible to participate in standard benefits plans
offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies.
The Prior Kyle Fairbanks Agreement also contained certain confidentiality provisions.

 Under the Prior Krueger Agreement, the term of
the Prior Krueger Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated on February
7, 2025 in accordance with its terms. During the term of the Prior Krueger Agreement, the Company paid Mr. Krueger an annual salary of
$180,000 and paid an initial cash bonus of $25,000. Mr. Krueger was eligible to receive an annual cash bonus as determined by the board
of directors. Pursuant to the Prior Krueger Agreement, following the closing of the initial public offering, on February 7, 2023, the
Company entered into its standard form of restricted stock award agreement with Mr. Krueger granting restricted stock under the Plan in
the amount of 39,600 shares of Class B Common Stock subject to vesting as to approximately one-third of the total granted shares on each
of the first three anniversaries of the grant date. Upon a change of control of the Company, all of the shares will vest immediately.
Under the Prior Krueger Agreement, Mr. Krueger was eligible to participate in standard benefits plans offered to similarly-situated employees
by the Company from time to time, subject to plan terms and generally applicable Company policies. The Prior Krueger Agreement also contained
certain confidentiality provisions.

 Under the letter agreement between the Company
and Arman Sarkhani, the Company's Chief Operating Officer, dated as of April 21, 2022 (the "Prior Arman Sarkhani Employment
Agreement"), the term of the Arman Sarkhani Employment Agreement commenced as of the closing of the initial public offering on February
7, 2023, and terminated on February 7, 2025 in accordance with its terms. During the term of the Arman Sarkhani Employment Agreement,
the Company paid Mr. Sarkhani an annual salary of $125,000 and paid an initial cash bonus of $10,000. On August 15, 2023, the Arman Sarkhani
Employment Agreement was amended to provide for an annual salary of $150,000 effective as of September 1, 2023. Mr. Sarkhani was eligible
to receive an annual cash bonus as determined by the board of directors. Pursuant to the Arman Sarkhani Employment Agreement, following
the closing of the initial public offering, on February 7, 2023, the Company entered into its standard form of restricted stock award
agreement with Mr. Sarkhani granting restricted stock under the Plan in the amount of 32,600 shares of Class B Common Stock subject to
vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date. Upon a change
of control of the Company, all of the shares will vest immediately. Under the Arman Sarkhani Employment Agreement, Mr. Sarkhani was eligible
to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms
and generally applicable Company policies. The Arman Sarkhani Employment Agreement also contained certain confidentiality provisions.

 Under the letter agreement between the Company
and Jason Lee, the Company's Chief Technology Officer, dated as of November 10, 2023 (the "Lee Agreement"), the term
of the agreement commenced as of November 15, 2023, and will continue for two years unless terminated earlier in accordance with its terms.
During the term of the Lee Agreement, the Company will pay Mr. Lee an annual salary of $100,000. Pursuant to the Lee Agreement, the Company
entered into its standard form of restricted stock award agreement with Mr. Lee granting restricted stock under the Plan in the amount
of 35,400 shares of Class B Common Stock subject to vesting as to one-fourth of the total granted shares on each of the first four six-month
anniversaries of the grant date. Under the Lee Agreement, Mr. Lee will be eligible to participate in standard benefits plans offered to
similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company policies. The Lee
Agreement also contains certain confidentiality provisions. Mr. Lee may terminate the Lee Agreement at will.

 Each of the above letter agreements could or may
be terminated by the Company only for "cause". Each of the agreements defined "cause" as (a) conviction of or
plea of guilty or nolo contendere to a felony under the laws of the United States or any state thereof; (b) commission of fraud or embezzlement
on the Company or any of its subsidiaries; (c) willful act or omission which results in an assessment of a civil or criminal penalty against
the Company or any of its subsidiaries that causes material financial or reputational harm to the Company or any of its subsidiaries;
(d) any intentional act of dishonesty resulting or intending to result in personal gain or enrichment at the expense of the Company or
any of its subsidiaries; (e) a violation by of law (whether statutory, regulatory or common law), causing a material financial harm or
material reputational harm to the Company or any of its subsidiaries; (f) a material violation of the Company's (or any of its subsidiaries')
bona fide, written equal employment opportunity, antidiscrimination, anti-harassment, or anti-retaliation policies; (g) material breach
of this agreement; (h) the consistent abuse of alcohol, prescription drugs or controlled substances, which interferes with the performance
of the officer's duties to the Company; (i) failure to execute the duties and responsibilities of the officer position which the
officer holds; (j) a breach or default of the officer's obligations to the Company or under the agreement; or (k) excessive absenteeism
other than for reasons of illness.

 Under the Prior Gaubert
Agreement, the term of the Prior Gaubert Agreement commenced as of the closing of the initial public offering on February 7, 2023, and
terminated on February 7, 2025 in accordance with its terms. During the term of the Prior Gaubert Agreement, the Company paid Mr. Gaubert
an annual salary of $240,000. The Company paid an initial cash bonus of $50,000 during 2023. Mr. Gaubert was eligible to receive an annual
cash bonus as determined by the board of directors. Pursuant to the Prior Gaubert Agreement, following the closing of the initial public
offering, on February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr. Gaubert granting
restricted stock under the Plan in the amount of 45,100 shares of Class B Common Stock subject to vesting as to approximately one-third
of the total granted shares on each of the first three anniversaries of the grant date. Upon a change of control of the Company, all of
the shares will vest immediately. Under the Prior Gaubert Agreement, Mr. Gaubert will be eligible to participate in standard benefits
plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally applicable Company
policies. The Prior Gaubert Agreement also contained certain confidentiality provisions.

 Each of the executive officers named above was
required to sign an Employee Confidential Information and Inventions Assignment Agreement or similar agreement which prohibits unauthorized
use or disclosure of the Company's proprietary information, contains a general assignment of rights to inventions and intellectual
property rights, non-competition provisions that apply during the term of employment, non-solicitation provisions that apply during the
term of employment and for one year after the term of employment, and non-disparagement provisions that apply during and after the term
of employment.

 The information under Item 9B. " Other
Information – New Executive Employment and Consulting Agreements " is incorporated by reference herein.

 Outstanding Equity
Awards at Fiscal Year-End

 The executive officers named above had the following
unexercised options, stock that has not vested, or equity incentive plan awards outstanding as of December 31, 2024.

 Stock

 Name

 of
 securities
 underlying
 unexercised options
 (#) exercisable

 of
 securities
 underlying
 unexercised
 options
 (#)
 unexercisable

 Equity

 incentive
 plan
 awards:
 Number of
 securities
 underlying
 unexercised
 unearned
 options
 (#)

 exercise
 price
 ($)

 expiration

 date

 of shares
 or units
 of stock
 that have
 not
 vested
 (#)

 Market

 value
 of
 shares
 of units
 of
 stock
 that
 have
 not
 vested
 ($)

 Equity

 incentive
 plan
 awards:
 of
 unearned
 shares,
 units or
 other
 rights
 that have
 not

 vested
 (#)

 Equity

 incentive
 plan
 awards:
 Market
 or
 payout
 value of
 unearned
 shares,
 units or
 other
 rights

 that have
 not
 vested
 ($)

 Arshia Sarkhani

 -

 -

 -

 -

 -

 26,666
 (1)

 13,093

 -

 -

 Michael Gaubert

 -

 -

 -

 -

 -

 30,066
 (2)

 14,762

 -

 -

 Kyle Fairbanks

 -

 -

 -

 -

 -

 26,666
 (3)

 13,093

 -

 -

 (1)
 On February 7, 2023, Arshia Sarkhani was granted 40,000 shares of common stock subject to vesting as to
approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

 (2)
 On February 7, 2023, Michael Gaubert was granted 45,100 shares of common stock subject to vesting as to
approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

 (3)
 On February 7, 2023, Kyle Fairbanks was granted 40,000 shares of common stock subject to subject to vesting
as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date.

 Additional Narrative Disclosure

 Retirement Benefits

 We have not maintained, and do not currently maintain,
a defined benefit pension plan, nonqualified deferred compensation plan or other retirement benefits.

 Potential Payments Upon Termination or Change
in Control

 See " —Executive Employment and
Consulting Agreements " above.

 Director Compensation

 The directors
of the Company were compensated for services as directors during the fiscal year ended December 31, 2024 as follows:

 Name

 Fees
 Earned
 or Paid
 in Cash
 ($)

 Stock
 ($)

 ($)

 Non-Equity
 Incentive Plan
 Compensation
 ($)

 Nonqualified
 Deferred
 Compensation
 Earnings
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Richard A. Burton

 49,000

 6,544
 (1)

 -

 -

 -

 -

 55,544

 John A. Jack II

 44,500

 6,544
 (1)

 -

 -

 -

 -

 51,044

 Scott K. McDonald

 49,000

 6,544
 (1)

 -

 -

 -

 -

 55,544

 David Reynolds

 20,000

 5,231
 (1)(2)

 -

 -

 -

 -

 25,231

 Brian Regli (3)

 24,500

 -
 (1)

 -

 -

 -

 -

 24,500

 (1)
 On February 7, 2023, each of Richard A. Burton, John A. Jack II, Scott K. McDonald, and Brian Regli was
granted 1,800 shares of Class B Common Stock, subject to vesting as to one-fourth of the granted shares in each of the first, second,
third, and fourth calendar quarters following the grant date. On November 11, 2024, each of Mr. Burton, Mr. Jack, and Mr. McDonald was
granted 8,200 shares of Class B Common Stock, subject to vesting as to one-fourth of the granted shares on each of the grant date, the
three-month anniversary of the grant date, the six-month anniversary of the grant date, and the nine-month anniversary of the grant date.
The aggregate grant date fair value of this award was computed in accordance with FASB ASC Topic 718 based on the assumptions described
in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report. All of the granted shares remained
outstanding as of December 31, 2024.

 (2)
 On May 15, 2024, David Reynolds was granted 1,800 shares of Class B Common Stock, subject to vesting as
to 450 shares of Class B Common Stock in each of the first, second, third, and fourth calendar quarters following the grant date, subject
to vesting as to one-fourth of the granted shares in each of the first, second, third, and fourth calendar quarters following the grant
date. On November 11, 2024, Mr. Reynolds was granted 1,200 shares of Class B Common Stock, subject to vesting as to one-fourth of the
granted shares on each of the grant date, the three-month anniversary of the grant date, the six-month anniversary of the grant date,
and the nine-month anniversary of the grant date. On December 27, 2024, Mr. Reynolds was granted 2,000 shares of Class B Common Stock.
The aggregate grant date fair value of these awards was computed in accordance with FASB ASC Topic 718 based on the assumptions described
in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report. All of the granted shares remained
outstanding as of December 31, 2024.

 (3)
 Brian Regli was a director of the Company from February 2, 2023 to May 16, 2024.

 Additional Narrative Disclosure

 Each of the Company's independent directors
have entered into an Independent Director Agreement with the Company (each, an "Independent Director Agreement"). Under each
Independent Director Agreement, each independent director will receive an annual cash fee and an initial award of restricted Class B Common
Stock. We will pay the annual cash compensation fee to each independent director in four equal installments no later than the fifth business
day of each calendar quarter commencing in the quarter following the date of the director's appointment. The cash fee to be paid
to each independent director will be $40,000 per year in cash, plus $9,000 per year for as long as the director serves as a chairman of
a committee of the board. In addition, under each Independent Director Agreement, 1,800 restricted shares of Class B Common Stock were
awarded to each independent director following each director's appointment. The restricted stock vests in four (4) equal quarterly
installments commencing in the quarter following the date of grant. We will also reimburse each independent director for pre-approved
reasonable business-related expenses incurred in good faith in connection with the performance of the director's duties for us.
As also required under each Independent Director Agreement, we have separately entered into a standard indemnification agreement with
each of our directors.

 Indemnification Agreements and Directors and
Officers Liability Insurance

 We have entered into a standard indemnification
agreement with each of our executive officers and directors. We have also obtained
standard policies of insurance under which coverage is provided (a) to our directors and executive officers
against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which
we may make to such executive officers and directors pursuant to the indemnification
agreements referred to above, the Articles of Incorporation and the Bylaws, or
otherwise as a matter of law.

 Asset Entities Inc. 2022 Equity Incentive Plan

 On May 2, 2022, the board of directors approved,
and our majority stockholders ratified, the Asset Entities Inc. 2022 Equity Incentive Plan (the "Plan"). The purpose of the
Plan is to advance our interests and the interests of our stockholders by providing an incentive to attract, retain and reward persons
performing services for us and by motivating such persons to contribute to our growth and profitability. The maximum number of shares
of Class B Common Stock that may be issued pursuant to awards granted under the Plan is 550,000 shares. Cancelled and forfeited stock
options and stock awards may again become available for grant under the Plan. However, shares tendered in payment of an option, delivered
or withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled stock appreciation right or other
awards that were not issued upon the settlement of the award will not again become available for grant under the Plan.

 As of March 31, 2025, we have granted awards for
a total of 550,000 shares of Class B Common Stock under the Plan and we have not granted any stock options under the Plan. As of March
31, 2025, there are no shares remaining available for issuance under the Plan. We intend that awards granted under the Plan be exempt
from or comply with Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the "Code") (including any amendments
or replacements of such section), and the Plan shall be so construed.

 Summary of Principal Features of the Plan

 Awards that may be granted under the Plan include:
(a) Incentive Stock Options, (b) Non-qualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Awards,
(e) Performance Share Awards, and (f) Performance Compensation Awards, each as defined by the Plan. These awards offer our officers,
employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of the Class
B Common Stock and the award holder's continuing service with the Company.

 Stock options give the option holder the right
to acquire from us a designated number of shares of Class B Common Stock at a purchase price that is fixed upon the grant of the option.
The exercise price generally will not be less than the market price of the Class B Common Stock on the date of grant. Stock options granted
may be either Incentive Stock Options or Non-qualified Stock Options.

 Stock Appreciation Rights, or SARs, may be granted
alone or in tandem with options, and have an economic value similar to that of options. When a SAR for a particular number of shares is
exercised, the holder receives a payment equal to the difference between the fair market value of the shares on the date of exercise and
the exercise price of the shares under the SAR. The exercise price for SARs is normally the market price of the shares on the date the
SAR is granted. Under the Plan, holders of SARs may receive this payment — the appreciation value — either in cash
or shares of Class B Common Stock valued at the fair market value on the date of exercise. The form of payment will be determined by the
administrator.

 Restricted Awards are awards of shares of Class
B Common Stock or rights to shares of Class B Common Stock to participants at no cost. Restricted Stock (as defined by the Plan) represents
issued and outstanding shares of Class B Common Stock which may be subject to vesting criteria under the terms of the award within the
discretion of the administrator. Restricted Stock Units (as defined by the Plan) represent the right to receive shares of Class B Common
Stock which may be subject to satisfaction of vesting criteria under the terms of the award within the discretion of the administrator.
Restricted Stock and the rights under Restricted Stock Units are forfeitable and non-transferable until they vest. The vesting date
or dates and other conditions for vesting are established when the shares are awarded.

 The Plan also provides for Performance Compensation
Awards, representing the right to receive a payment, which may be in the form of cash, shares of Class B Common Stock, or a combination,
based on the attainment of pre-established goals.

 Principal Features of the Plan

 Purposes of the Plan: The purposes
of the Plan are (a) to enable the Company and any affiliate company to attract and retain the types of employees, consultants and directors
who will contribute to the Company's long-term success; (b) provide incentives that align the interests of employees, consultants
and directors with those of the stockholders of the Company; and (c) promote the success of the Company's business.

 Administration of the Plan: The
Plan is administered by the Compensation Committee. In this summary, we refer to the Compensation Committee as the administrator. Among
other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number
of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of
awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

 Eligible Recipients: Persons eligible
to receive awards under the Plan are employees (including officers or directors who are also treated as employees); consultants, i.e.,
individuals engaged to provide consulting or advisory services to the Company; and directors.

 Shares Available Under the Plan:
The maximum number of shares of our Class B Common Stock that may be delivered to participants under the Plan is 550,000, subject to adjustment
for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the Plan which is canceled,
forfeited or expires again become available for grants under the Plan. However, shares tendered in payment of an option, delivered or
withheld by the Company to satisfy any tax withholding obligation, or covered by a stock-settled SAR or other awards that were not issued
upon the settlement of the award will not again become available for grant under the Plan.

 Stock Options:

 General. Subject to the provisions
of the Plan, the administrator has the authority to determine all grants of stock options. That determination will include: (i) the
number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the
manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and
(vi) any other terms and conditions as the administrator may determine.

 Option Price. The exercise price for stock
options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date
of grant. As a matter of tax law, the exercise price for any Incentive Stock Option awarded may not be less than the fair market value
of the shares on the date of grant. However, Incentive Stock Option grants to any person owning more than 10% of our voting stock must
have an exercise price of not less than 110% of the fair market value on the grant date.

 Exercise of Options. An option may be exercised
only in accordance with the terms and conditions of the option agreement as established by the administrator at the time of the grant.
The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made in cash or, at the option
of the administrator, by actual or constructive delivery of shares of Class B Common Stock based upon the fair market value of the shares
on the date of exercise.

 Expiration or Termination. Options, if
not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of Incentive
Stock Options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting stock, such term
cannot exceed five years. Options will terminate before their expiration date if the holder's service with the Company or an affiliate
company terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment,
including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised
to be established by the administrator and reflected in the grant evidencing the award.

 Incentive Stock Options and Non-Qualified
Stock Options. As described elsewhere in this summary, an Incentive Stock Option is an option that is intended to qualify
under certain provisions of the Code, for more favorable tax treatment than applies to Non-qualified Stock Options. Only employees
may be granted Incentive Stock Options. Any option that does not qualify as an Incentive Stock Option will be a Non-qualified Stock
Option. Under the Code, certain restrictions apply to Incentive Stock Options. For example, the exercise price for Incentive Stock Options
may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition,
an Incentive Stock Option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during
the holder's lifetime only by the holder. In addition, no Incentive Stock Option may be granted to a holder that is first exercisable
in a single year if that option, together with all Incentive Stock Options previously granted to the holder that also first become exercisable
in that year, relate to shares having an aggregate market value in excess of $100,000, measured at the grant date.

 Stock
Appreciation Rights: Awards of SARs may be granted alone or in tandem with stock options. SARs provide the holder with the
right, upon exercise, to receive a payment, in cash or shares of stock, having a value equal to the excess of the fair market value
on the exercise date of the shares covered by the award over the exercise price of those shares. Essentially, a holder of a SAR
benefits when the market price of the Class B Common Stock increases, to the same extent that the holder of an option does, but,
unlike an option holder, the SAR holder need not pay an exercise price upon exercise of the award.

 Restricted Stock. Restricted Stock
is a grant of shares of Class B Common Stock. These awards may be subject to such vesting conditions, restrictions and contingencies as
the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of
specified performance goals. Restricted Stock is forfeitable and generally non-transferable until it vests. The vesting date or dates
and other conditions for vesting are established when the shares are awarded. The administrator may remove any vesting or other restrictions
from Restricted Stock whenever it may determine that, by reason of changes in applicable laws or other changes in circumstances arising
after the date of grant, such action is appropriate. Holders of Restricted Stock otherwise generally have the rights of stockholders of
the Company, including voting and dividend rights, to the same extent as other stockholders of the Company.

 Restricted Stock Units. A Restricted
Stock Unit is a right to receive stock on a future date, at which time the Restricted Stock Unit will be settled and the stock to which
it granted rights will be issued to the Restricted Stock Unit holder. These awards may be subject to such vesting conditions, restrictions
and contingencies as the administrator shall determine at the date of grant. Restricted Stock Units are forfeitable and generally non-transferable until
they vest. The administrator may remove any vesting or other restrictions from a Restricted Stock Unit whenever it may determine that,
by reason of changes in applicable laws or other changes in circumstances arising after the date of grant, such action is appropriate.
A Restricted Stock Unit holder has no rights as a stockholder. The administrator may exercise discretion to credit a Restricted Stock
Unit with cash and stock dividends, with or without interest, and distribute such credited amounts upon settlement of a Restricted Stock
Unit, and if the Restricted Stock Unit is forfeited, such dividend equivalents will also be forfeited.

 Performance Share Awards and Performance
Compensation Awards: The administrator may grant Performance Share Awards and Performance Compensation
Awards. A Performance Share Award means the grant of a right to receive a number of actual shares of Class B Common Stock or share units
based upon the performance of the Company during a performance period, as determined by the administrator. The administrator may determine
the number of shares subject to the Performance Share Award, the performance period, the conditions to be satisfied to earn an award,
and the other terms, conditions and restrictions of the award. No payout of a Performance Share Award will be made except upon written
certification by the administrator that the minimum threshold performance goal(s) have been achieved.

 The administrator may also designate any of the
other awards described above as a Performance Compensation Award (other than stock options and SARs granted with an exercise price equal
to or greater than the fair market value per share of Class B Common Stock on the grant date). In addition, the administrator shall have
the authority to make an award of a cash bonus to any participant and designate such award as a Performance Compensation Award. The participant
must be employed by the Company on the last day of the performance period to be eligible for payment in respect of a Performance Compensation
Award unless otherwise provided in the applicable award agreement. A Performance Compensation Award will be paid only to the extent that
the administrator certifies in writing whether and the extent to which the applicable performance goals for the performance period have
been achieved and the applicable performance formula determines that the Performance Compensation Award has been earned. A performance
formula means, for a performance period, one or more objective formulas applied against the relevant performance goal to determine, with
regard to the Performance Compensation Award of a particular participant, whether all, some portion but less than all, or none of the
Performance Compensation Award has been earned for the performance period. The administrator will not have the discretion to grant or
provide payment in respect of a Performance Compensation Award for a performance period if the performance goals for such performance
period have not been attained.

 The administrator will establish performance goals
for each Performance Compensation Award based upon the performance criteria that it has selected. The performance criteria shall be based
on the attainment of specific levels of performance of the Company and may include the following: (a) net earnings or net income (before
or after taxes); (b) basic or diluted earnings per share (before or after taxes); (c) net revenue or net revenue growth; (d) gross revenue;
(e) gross profit or gross profit growth; (f) net operating profit (before or after taxes); (g) return on assets, capital, invested capital,
equity, or sales; (h) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital);
(i) earnings before or after taxes, interest, depreciation and/or amortization; (j) gross or operating margins; (k) improvements in capital
structure; (l) budget and expense management; (m) productivity ratios; (n) economic value added or other value added measurements; (o)
share price (including, but not limited to, growth measures and total stockholder return); (p) expense targets; (q) margins; (r) operating
efficiency; (s) working capital targets; (t) enterprise value; (u) safety record; (v) completion of acquisitions or business expansion;
(w) achieving research and development goals and milestones; (x) achieving product commercialization goals; and (y) other criteria as
may be set by the administrator from time to time.

 The administrator will also determine the performance
period for the achievement of the performance goals under a Performance Compensation Award. At any time during the first 90 days of a
performance period (or such longer or shorter time period as the administrator shall determine) or at any time thereafter, in its sole
and absolute discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the
dilution or enlargement of the rights of participants based on the following events: (a) asset write-downs; (b) litigation or claim judgments
or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results;
(d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion
No. 30 (or any successor or pronouncement thereto) and/or in management's discussion and analysis of financial condition and results
of operations appearing in the Company's annual report to stockholders for the applicable year; (f) acquisitions or divestitures;
(g) any other specific unusual or nonrecurring events, or objectively determinable category thereof; (h) foreign exchange gains and losses;
and (i) a change in the Company's fiscal year.

 Any one or more of the performance criteria may
be used on an absolute or relative basis to measure the performance of our company, as the administrator may deem appropriate, or as compared
to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

 In determining the actual size of an individual
Performance Compensation Award, the administrator may reduce or eliminate the amount of the award through the use of negative discretion
if, in its sole judgment, such reduction or elimination is appropriate. The administrator shall not have the discretion to (i) grant
or provide payment in respect of Performance Compensation Awards if the performance goals have not been attained or (ii) increase
a Performance Compensation Award above the maximum amount payable under the Plan.

 Other Material Provisions: Awards
will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the
capitalization of our company, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be
made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator
generally has the power to accelerate the exercise or vesting period of an award. The administrator is also permitted to include in the
written agreement provisions that provide for certain changes in the award in the event of a change of control of our company, including
acceleration of vesting or payment of the value of the award in cash or stock. Except as otherwise determined by the administrator at
the date of grant, awards will generally not be transferable, other than by will or the laws of descent and distribution. Prior to any
award distribution, to the extent provided by the terms of an award agreement and subject to the discretion of the administrator, a participant
may satisfy any employee withholding tax requirements relating to the exercise or acquisition of Class B Common Stock under an award by
tendering a cash payment authorizing the Company to withhold shares of Class B Common Stock otherwise issuable to the participant as a
result of the exercise or acquisition of Class B Common Stock under the award (in addition to the Company's right to withhold from
any compensation paid to the participant by the Company). The board of directors has the authority, at any time, to discontinue the granting
of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further
grants, provided that no amendment to the Plan will be made, without the approval of our stockholders, to the extent that such approval
is required by law or the rules of an applicable securities exchange, or such alteration or amendment would change the number of shares
available under the Plan or change the persons eligible for awards under the Plan. No amendment to an outstanding award made under the
Plan that would adversely affect the award may be made without the consent of the holder of such award.

 Clawback Policy

 On November 10, 2023, our board of directors adopted
a Clawback Policy in accordance with applicable Nasdaq rules (the "Clawback Policy"). The Clawback Policy provides that we
will recover reasonably promptly the amount of erroneously awarded incentive-based compensation to any current or former executive officers
in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any
financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement
if the error were corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy has been filed
as Exhibit 97.1 to this report.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth certain information
with respect to the beneficial ownership of our voting securities as of close of business on March 25, 2025, for: (i) each of our named
executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each other stockholder known
by us to be the beneficial owner of more than 5% of any class of our voting securities.

 Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial
ownership includes any shares as to which a person has sole or shared voting power or investment power, and also any shares which the
person has the right to acquire within 60 days of March 25, 2025, through the exercise or conversion of any stock option, convertible
security, warrant or other right. Except as set forth below, each of the beneficial owners listed below has direct ownership of and sole
voting power and investment power with respect to the shares of our voting securities.

 Unless otherwise indicated, the address of each
beneficial owner listed in the table below is c/o our company, Asset Entities Inc., 100 Crescent Court, 7 th Floor, Dallas,
TX 75201.

 Amount of

Class A

Common

Stock

 Percent of

Class A

Common

Stock (%) (1)

 Amount of

Class B

Common

Stock

 Percent of

Class B

Common

Stock (%) (2)

 Total

Voting

Power (3) (%)

 Arshia Sarkhani,

Chief Executive Officer, President and Director

 (4)

 100.0

 289,921

 (5)

 2.2

 42.7

 Kyle Fairbanks,

Chief Marketing Officer, Executive Vice-Chairman and Director

 (6)

 100.0

 286,667

 (7)

 2.1

 42.7

 Michael Gaubert,

 Executive Chairman and Director

 (8)

 100.0

 300,567

 (9)

 2.2

 42.8

 Richard A. Burton,

 -

 -

 *

 *

 John A. Jack II,

 -

 -

 *

 *

 Scott K. McDonald,

 -

 -

 *

 *

 David Reynolds,

 -

 -

 5,000

 *

 *

 All directors and executive officers as a group (10 persons)

 100.0

 510,689

 3.8

 43.6

 Asset Entities Holdings, LLC (11)

 100.0

 250,000

 1.9

 41.5

 *
 A percentage of shares beneficially owned by a director of the
Company that does not exceed one percent of the outstanding shares of common stock as of March 25, 2025.

 (1)
 Based on 1,000,000 shares of Class A Common Stock issued and outstanding as of March 25, 2025.

 (2)
 Based on 13,413,162 shares of Class B Common Stock issued and outstanding as of March 25, 2025.

 (3)
 Shares of Class A Common Stock are entitled to ten votes for each share of Class A Common Stock. Shares
of Class B Common Stock are entitled to one vote for each share of Class B Common Stock. Based a total of 24,083,882 outstanding votes
as of March 25, 2025, consisting of 13,413,162 votes of the Class B Common Stock, 10,000,000 votes of the Class A Common Stock, and 670,720
votes of Series A Preferred Stock on an as-converted basis.

 (4)
 Consists of 1,000,000 shares of Class A Common Stock held by AEH. Arshia Sarkhani is a manager, officer
and owner of AEH.

 (5)
 Consists of (i) 39,921 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock
held by AEH. Arshia Sarkhani is a manager, officer and owner of AEH.

 (6)
 Consists of 1,000,000 shares of Class A Common Stock held by AEH. Kyle Fairbanks is a manager, officer
and owner of AEH.

 (7)
 Consists of (i) 36,667 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock
held by AEH. Arshia Sarkhani is a manager, officer and owner of AEH. Kyle Fairbanks is a manager, officer and owner of AEH.

 (8)
 Consists of 1,000,000 shares of Class A Common Stock held by AEH. Michael Gaubert is an officer and indirect
owner of AEH.

 (9)
 Consists of (i) 50,567 shares of Class B Common Stock and (ii) 250,000 shares of Class B Common Stock
held by AEH. Michael Gaubert is an officer and indirect owner of AEH.

 (10)
 Consists of 1,000,000 shares of Class A Common Stock held by AEH. AEH's managers, officers or other
beneficial owners are Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert, of which
Arman Sarkhani, Arshia Sarkhani, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are directors and executive officers of the Company.

 (11)
 Asset Entities Holdings, LLC, or AEH, is a Texas limited liability company. Arman Sarkhani, Arshia Sarkhani,
Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are managers, officers, or beneficial owners of AEH. Each of them
is deemed to beneficially own the shares of Class A Common Stock owned by AEH and has shared voting and dispositive powers over its shares.

 Changes in Control

 There are no arrangements known to us, including
any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table sets forth certain information
about the securities authorized for issuance under our incentive plans as of December 31, 2024.

 Plan
 Category

 of
 securities to be
 issued upon
 exercise of
 outstanding
 options,
 warrants and
 rights
 (a)

 Weighted-

 average
 exercise price
 of outstanding
 options,
 warrants and
 rights
 (b)

 of securities
 remaining available
 for future issuance
 under equity
 compensation plans
 (excluding securities

 reflected in column
 (a))
 (c)

 Equity compensation
 plans approved by security holders (1)

 -

 -

 -

 Equity compensation plans not approved by security
 holders

 -

 -

 -

 Total

 -

 -

 -

 (1)
 On May 2, 2022, our board of directors approved, and our majority stockholders ratified, the Asset Entities
Inc. 2022 Equity Incentive Plan. The maximum number of shares of Class B Common Stock that may be issued pursuant to awards granted under
the Plan is 550,000 shares. For a further description of the Plan, see Item 11. " Executive Compensation – 2022 Equity Incentive
Plan ". As of December 31, 2024, no options, warrants or rights to securities were outstanding under the Plan, and 550,000 shares
of Class B Common Stock had been granted and were outstanding under the Plan.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Transactions with Related Persons

 The following includes a summary of transactions
since the beginning of our 2023 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the
amount involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed
fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described
under Item 11. " Executive Compensation " above). We believe the terms obtained or consideration that we paid or received,
as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid
or received, as applicable, in arm's-length transactions.

 On November 10, 2023, the Company entered into an Asset Purchase Agreement (the "Asset Purchase
Agreement") with Ternary Inc., a Florida corporation ("Ternary FL"), Ternary Developments Inc., a Delaware corporation
("Ternary DE"), OptionsSwing Inc., a Florida corporation (together with Ternary DE and Ternary FL, the "Sellers"),
and Jason Lee, the principal shareholder of each of the Sellers, pursuant to which the Company purchased from the Sellers all of Sellers'
right, title, and interest in and to substantially all of the assets and properties owned by Sellers and used in connection with the business
of Discord development, social media, online community management, marketing, B2B SaaS that offers sales, service, marketing, and analytics.
On the same date, the Company paid the Sellers $100,000 in cash and issued 60,000 shares of Class B Common Stock. Mr. Lee received 35,400
shares of the Class B Common Stock, which will vest equally over two years on each six-month anniversary of the grant date. Additionally,
Mr. Lee received $20,475 of the $100,000 cash payment. Pursuant to the Asset Purchase Agreement, the Company agreed to assume certain
liabilities including accrued liabilities (other than taxes), customer deposits and accounts payable, the obligations, duties and liabilities
with respect to the contracts used in conducting or relating to the business of the Sellers and other specified assets, in each case only
to the extent arising from and after November 10, 2023. These assumed liabilities also exclude any obligations arising from the Sellers'
breach or default before November 10, 2023. As required under the Asset Purchase Agreement, on November 10, 2023, the Company entered
into employment agreements with Mr. Lee and certain employees of the Sellers and an independent contractor agreement with one individual.
Under the Lee Agreement, Mr. Lee was appointed the Chief Technology Officer of the Company commencing November 15, 2023 for
a two-year term unless terminated earlier by Mr. Lee or by the Company for cause or by mutual agreement. Mr. Lee will be paid a salary
of $100,000 per year and be eligible for standard employee benefits. In connection with the Lee Agreement, Mr. Lee entered
into an Employee Confidential Information and Inventions Assignment Agreement, which prohibits unauthorized use or disclosure of the Company's
proprietary information, contains a general assignment of rights to inventions and intellectual property rights, and contains non-competition
provisions that apply during the term of employment, employee/contractor non-solicitation provisions that apply during the term of employment
and for one year after the term of employment, and non-disparagement provisions that apply during and after the term of employment. The
Asset Purchase Agreement provides that during the time of employment of Mr. Lee and two years after, Mr. Lee and the Sellers will be subject
to non-competition and non-solicitation provisions. The Company will also provide standard indemnification and directors' and officers'
insurance. The Asset Purchase Agreement also contains mutual indemnification provisions with respect to breaches of representations and
warranties as well as to certain third-party claims, and indemnification by the Company of the Sellers and Mr. Lee with respect to certain
damages with respect to the assumed liabilities and certain other liabilities asserted by a third party arising after November 10, 2023.
In the case of indemnification provided with respect to breaches of certain non-fundamental representations and warranties, the indemnifying
party will only become liable for indemnified losses to the extent that the amount exceeds an aggregate threshold of $25,000. However,
this threshold limitation does not apply to claims by the Company for breaches by the Sellers or Mr. Lee of certain fundamental representations
and warranties. In addition, the Company's aggregate remedy with respect to any and all indemnifiable losses may in no event exceed
the purchase price of $100,000 in cash and 60,000 shares of Class B Common Stock.

 On February 22, 2024, the Company entered into a Cancellation and Exchange Agreement with each of AEH,
the holder of 1,677,055 shares of Class A Common Stock, GKDB AE Holdings, LLC, a Texas limited liability company ("GKDB"),
the holder of 603,953 units of membership interests in AEH representing approximately 13.2% ownership of AEH, and certain holders of an
aggregate of 308,073 units of membership interests in GKDB (the "2024 Former GKDB Holders"), representing approximately 51.0%
ownership in GKDB. In accordance with these agreements, we and AEH agreed to convert 112,317 shares of AEH's Class A Common Stock
into 112,317 shares of Class B Common Stock and transfer such shares to GKDB, in exchange for GKDB's agreement to cancel and surrender
308,073 of GKDB's 603,953 units of membership interests in AEH, representing the 2024 Former GKDB Holders' approximately 51.0%
share of GKDB's total ownership interest in AEH. GKDB in turn agreed to the cancellation of 308,073 of its AEH units and transfer
of the 112,317 shares of Class B Common Stock to the 2024 Former GKDB Holders in proportion to their former ownership interests in GKDB,
in exchange for the 2024 Former GKDB Holders' agreement to cancel and surrender all of their units of membership interests in GKDB.
The 112,317 shares of Class B Common Stock transferred to the 2024 Former GKDB Holders were derived from the 2024 Former GKDB Holders'
approximately 6.7% nominal indirect interest in AEH's 1,677,055 shares of Class A Common Stock, which in turn was derived from the
2024 Former GKDB Holders' approximately 51.0% ownership of GKDB and, in turn, their nominal indirect interest in 308,073 of GKDB's
603,953 units, or approximately 13.2% ownership of AEH. The 2024 Former GKDB Holders' nominal indirect interest in AEH's 1,677,055
shares of Class A Common Stock was therefore automatically converted into ownership of 112,317 shares of Class B Common Stock upon the
conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former GKDB Holders. Additionally, on
February 22, 2024, we entered into a Cancellation and Exchange Agreement with AEH and a holder of 160,000 units of membership interests
in AEH (the "2024 Former AEH Holder"), representing approximately 3.4% ownership in AEH. In accordance with this agreement,
we and AEH agreed to convert 58,332 shares of AEH's Class A Common Stock into 58,332 shares of Class B Common Stock and transfer
such shares to the 2024 Former AEH Holder in exchange for the 2024 Former AEH Holder's agreement to cancel and surrender the 2024
Former AEH Holder's 160,000 units of membership interests in AEH. The 2024 Former AEH Holder's nominal direct interest in
AEH's 1,677,055 shares of Class A Common Stock was therefore automatically converted into ownership of 58,332 shares of Class B
Common Stock upon the conversion and transfer of this number of Class A Common Stock that were held by AEH to the 2024 Former AEH Holder.
These share transfers were recorded with the transfer agent as of February 26, 2024. As a result of these transactions, AEH held 1,506,406
shares of Class A Common Stock, the 2024 Former GKDB Holders held a total of 112,317 shares of Class B Common Stock, and the 2024 Former
AEH Holder held 58,332 shares of Class B Common Stock. Based on the closing price per share of $2.43 for the Company's Class B Common
Stock on February 22, 2024, the total approximate dollar value of these transactions was $414,678; the approximate dollar value of the
interest of Atticus Peppas in these transactions was $141,748; the approximate dollar value of the interest of Aaron Edwards in these
transactions was $47,414; the approximate dollar value of the interest of Brian Fox in these transactions was $47,414; the approximate
dollar value of the interest of Derek Dunlop in these transactions was $59,567; the approximate dollar value of the interest of Haeley
Benavides in these transactions was $71,121; and the approximate dollar value of the interest of John Costacos in these transactions was
$47,414.

 Matthew Krueger, the Company's Chief Financial Officer, Treasurer, and Secretary, received total
annual compensation from the Company of $220,163 in 2024, consisting of salary payments totaling $180,000, a cash bonus of $25,000, a
grant of 5,000 shares of Class B Common Stock with an aggregate grant date fair value of $2,329 computed in accordance with FASB ASC Topic
718 based on the assumptions described in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report,
and $12,864 in other compensation consisting of health insurance. Mr. Krueger received total annual compensation from the Company of $693,486
in 2023, consisting of salary payments totaling $180,000, a bonus payment of $25,000, a grant of 39,600 shares of Class B Common Stock
subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date
with an aggregate grant date fair value of $481,140 computed in accordance with FASB ASC Topic 718 based on the assumptions described
in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting
of health insurance.

 Arman Sarkhani, the Company's Chief Operating Officer, received total annual compensation from the
Company of $192,461 in 2024, consisting of salary payments totaling $150,000, a cash bonus of $25,000, a grant of 10,000 shares of Class
B Common Stock with an aggregate grant date fair value of $4,597 computed in accordance with FASB ASC Topic 718 based on the assumptions
described in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report, and $12,864 in other compensation
consisting of health insurance. Mr. Sarkhani received total annual compensation from the Company of $546,769 in 2023, consisting of salary
payments totaling $133,333, a bonus payment of $10,000, a grant of 32,600 shares of Class B Common Stock subject to vesting as to approximately
one-third of the total granted shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value
of $396,090 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company's financial
statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting of health insurance.

 On March 27, 2025, the Company entered into a letter agreement
between the Company and Arman Sarkhani, the Company's Chief Operating Officer, dated as of March 27, 2025 (the "New Arman
Sarkhani Agreement"). Under the New Arman Sarkhani Agreement, Mr. Sarkhani will remain employed by the Company for a term that
will begin on April 1, 2025 and will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual
written agreement. For the period beginning on the day following the date of the termination of the Prior Arman Sarkhani Employment Agreement
and ending on April 1, 2027, the Company will pay Mr. Sarkhani an annual salary of $150,000. Pursuant to the New Arman Sarkhani Agreement,
the Company will also pay Mr. Sarkhani a cash bonus of $10,000 on April 1, 2025. Mr. Sarkhani will also be eligible to receive an annual
cash bonus as determined by the board or the Compensation Committee. Subject to the approval by the Company's stockholders
of an amendment to the Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further
subject to the approval of the board or the Compensation Committee, Mr. Sarkhani will be granted an award of shares of Class B Common
Stock under the Plan in an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement
(the "Arman Sarkhani Award Agreement"). The shares will vest equally over two years on each anniversary of the Arman Sarkhani
Award Agreement subject to Mr. Sarkhani's continuous service. Upon a change of control of the Company, all of the shares will vest
immediately. The Arman Sarkhani Award Agreement will also contain non-competition and non-solicitation provisions. Under the New Arman
Sarkhani Agreement, Mr. Sarkhani will be eligible to participate in standard benefits plans offered to similarly-situated employees by
the Company from time to time, subject to plan terms and generally applicable Company policies. The New Arman Sarkhani Agreement also
contains certain confidentiality provisions. The Company may terminate Mr. Sarkhani for "cause" as defined in the New Arman
Sarkhani Agreement. If the Company terminates Mr. Sarkhani without cause, the Company will be required to pay Mr. Sarkhani a separation
fee of $150,000.

 Jason Lee, the Company's Chief Technology Officer, received total annual compensation from the Company
of $116,667 in 2024, consisting of salary payments totaling $116,667. Mr. Lee received total annual compensation from the Company of $77,459
in 2023, consisting of salary payments totaling $12,500 and a grant of 35,400 shares of Class B Common Stock subject to vesting as to
one-fourth of the total granted shares on each of the first four six-month anniversaries of the grant date with an aggregate grant date
fair value of $64,959 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company's
financial statements beginning on page F-1 of this Annual Report.

 Under the letter agreement between the Company and Jackson
Fairbanks, the Company's Director of Socials and former Chief Marketing Officer, and a beneficial owner of more than 5% of our
Class B Common Stock, dated as of April 21, 2022 (the "Prior Jackson Fairbanks Agreement"), the term of the Prior Jackson
Fairbanks Agreement commenced as of the closing of the initial public offering on February 7, 2023, and terminated on February 7, 2025
in accordance with its terms. During the term of the Prior Jackson Fairbanks Agreement, the Company paid Mr. Fairbanks an annual salary
of $125,000 and an initial cash bonus of $10,000. Mr. Fairbanks was eligible to receive an annual cash bonus as determined by the Company's
board of directors. Pursuant to the Prior Jackson Fairbanks Agreement, following the closing of the initial public offering, on February
7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr. Fairbanks granting restricted stock
under the Plan in the amount of 163,000 shares of Class B Common Stock to vest equally over three years on each anniversary of the agreement.
Upon a change of control of the Company, all of the shares will vest immediately. Under the Prior Jackson Fairbanks Agreement, Mr. Fairbanks
will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,
subject to plan terms and generally applicable Company policies. The Prior Jackson Fairbanks Agreement also contained certain confidentiality
provisions.

 Jackson Fairbanks, the Company's Director of Socials
and former Chief Marketing Officer, and a beneficial owner of more than 5% of our Class B Common Stock, received total annual compensation
from the Company of $142,461 in 2024, consisting of salary payments totaling $125,000, a grant of 10,000 shares of Class B Common Stock
with an aggregate grant date fair value of $4,658 computed in accordance with FASB ASC Topic 718 based on the assumptions described in
Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report, and $12,864 in other compensation consisting
of health insurance. Mr. Fairbanks received total annual compensation from the Company of $538,436 in 2023, consisting of salary payments
totaling $125,000, a bonus payment of $10,000, a grant of 32,600 shares of Class B Common Stock subject to vesting as to approximately
one-third of the total granted shares on each of the first three anniversaries of the grant date with an aggregate grant date fair value
of $396,090 computed in accordance with FASB ASC Topic 718 based on the assumptions described in Note 2 to the Company's financial
statements beginning on page F-1 of this Annual Report, and $7,346 in other compensation consisting of health insurance.

 On March 27, 2025, the Company entered into a letter agreement,
dated as of March 27, 2025, between the Company and Jackson Fairbanks, the Company's Director of Socials and former Chief Marketing
Officer, and a beneficial owner of more than 5% of our Class B Common Stock (the "New Jackson Fairbanks Agreement"). Under
the New Jackson Fairbanks Agreement, Mr. Fairbanks will remain employed by the Company for a term that will begin on April 1, 2025 and
will end on April 1, 2027 unless terminated earlier in accordance with its terms or extended by mutual written agreement. For the period
beginning on the day following the date of the termination of the Prior Jackson Fairbanks Agreement, and ending on April 1, 2027, the
Company will pay Mr. Fairbanks an annual salary of $125,000. Pursuant to the New Jackson Fairbanks Agreement, the Company will also pay
Mr. Fairbanks a cash bonus of $10,000 on April 1, 2025. Mr. Fairbanks will also be eligible to receive an annual cash bonus as determined
by the board or the Compensation Committee. Subject to the approval by the Company's stockholders of an amendment to the
Plan to increase the number of shares of Class B Common Stock available for grant under the Plan, and further subject to the approval
of the board or the Compensation Committee, Mr. Fairbanks will be granted an award of shares of Class B Common Stock under the Plan in
an amount to be determined by the board or the Compensation Committee pursuant to a restricted stock award agreement (the "Fairbanks
Award Agreement"). The shares will vest equally over two years on each anniversary of the Fairbanks Award Agreement subject to
Mr. Fairbanks's continuous service. Upon a change of control of the Company, all of the shares will vest immediately. The Fairbanks
Award Agreement will also contain non-competition and non-solicitation provisions. Under the New Jackson Fairbanks Agreement, Mr. Fairbanks
will be eligible to participate in standard benefits plans offered to similarly-situated employees by the Company from time to time,
subject to plan terms and generally applicable Company policies. The New Jackson Fairbanks Agreement also contains certain confidentiality
provisions. The Company may terminate Mr. Fairbanks for "cause" as defined in the New Jackson Fairbanks Agreement. If the
Company terminates Mr. Krueger without cause, the Company will be required to pay Mr. Fairbanks a separation fee of $125,000.

 Under the letter agreement between the Company and Derek
Dunlop, the Company's former Chief Experience Officer, dated as of April 21, 2022 (the "Dunlop Agreement"), the term
of the Dunlop Agreement commenced as of the closing of the initial public offering on February 7, 2023, and had a term of two years unless
terminated earlier in accordance with its terms. During the term of the Dunlop Agreement, the Company was required to pay Mr. Dunlop
an annual salary of $220,000 and an initial cash bonus of $10,000. Mr. Dunlop was eligible to receive an annual cash bonus as determined
by the Company's board of directors. Pursuant to the Dunlop Agreement, following the closing of the initial public offering, on
February 7, 2023, the Company entered into its standard form of restricted stock award agreement with Mr. Dunlop granting restricted
stock under the Plan in the amount of 45,100 shares of Class B Common Stock subject to vesting as to approximately one-third of the total
granted shares on each of the first three anniversaries of the grant date. Under the Dunlop Agreement, Mr. Dunlop was eligible to participate
in standard benefits plans offered to similarly-situated employees by the Company from time to time, subject to plan terms and generally
applicable Company policies. The Dunlop Agreement also contained certain confidentiality provisions. On September 30, 2024, Mr. Dunlop's
employment was terminated by the Company.

 Derek Dunlop, the Company's former Chief Experience
Officer, received total annual compensation from the Company of $165,000 in 2024, consisting of salary payments totaling $165,000, and
$11,884 in other compensation consisting of health insurance. Mr. Dunlop received total annual compensation from the Company of $785,311
in 2023, consisting of salary payments totaling $206,250, a bonus payment of $10,000, a grant of 45,100 shares of Class B Common Stock
subject to vesting as to approximately one-third of the total granted shares on each of the first three anniversaries of the grant date
with an aggregate grant date fair value of $547,965 computed in accordance with FASB ASC Topic 718 based on the assumptions described
in Note 2 to the Company's financial statements beginning on page F-1 of this Annual Report, and $21,096 in other compensation
consisting of consulting fees and health insurance.

 The information under Item 9B. " Other Information
– New Executive Employment and Consulting Agreements " is incorporated by reference herein.

 Promoters and Certain Control Persons

 Each of Mr. Kyle Fairbanks, our co-founder, Executive
Vice-Chairman and Chief Marketing Officer, Mr. Arshia Sarkhani, our co-founder, Chief Executive Officer and President, Mr. Jackson Fairbanks,
our co-founder and Director of Socials, and Mr. Arman Sarkhani, our co-founder and Chief Operating Officer, may be deemed a "promoter"
as defined by Rule 405 of the Securities Act. For information regarding compensation, including items of value, that have been provided
or that may be provided to these individuals, please refer to " Executive Compensation " above.

 Director Independence

 Independent Directors

 Nasdaq's rules generally require that a
majority of an issuer's board of directors consist of independent directors. Our board of directors consists of seven directors,
four of whom are independent within the meaning of Nasdaq's rules.

 Committees of the Board of Directors

 Audit Committee

 Richard A. Burton, John A. Jack II, and Scott
K. McDonald, each of whom has been determined by the board of directors to satisfy the "independence" requirements of Rule 10A-3
under the Exchange Act and Nasdaq's rules, serve on the Audit Committee, with Mr. Burton serving as the chairman. Our board has
determined that Mr. Burton qualifies as an "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K
promulgated by the SEC. The Audit Committee oversees our accounting and financial reporting processes and the audits of the financial
statements of the Company.

 Compensation Committee

 Richard A. Burton, John A. Jack II, and Scott
K. McDonald, each of whom satisfies the "independence" requirements of Rule 10C-1 under the Exchange Act and Nasdaq's
rules, serve on the Compensation Committee, with Mr. Jack serving as the chairman. The members of the compensation committee are also
"non-employee directors" within the meaning of Section 16 of the Exchange Act. The Compensation Committee assists the board
in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.

 Nominating and Corporate Governance Committee

 John A. Jack II, Scott McDonald, and Richard A.
Burton, each of whom satisfies the "independence" requirements of Nasdaq's rules, serve on our nominating and corporate
governance committee, with Mr. McDonald serving as the chairman. The Nominating and Corporate Governance Committee assists the board of
directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Independent Auditors' Fees

 The aggregate fees billed to the Company by the Company's principal
accountant for the indicated services for each of the last two fiscal years were as follows:

 Year Ended

 2024

 2023

 Audit Fees

 $
 65,500

 $
 44,500

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 65,500

 $
 44,500

 As used in the table above, the following terms have the meanings set
forth below.

 Audit Fees

 Audit fees consist of aggregate fees billed for
each of the last two fiscal years for professional services performed by the Company's principal accountant for the audit of the
financial statements included in our Annual Reports on Form 10-Q and review of the financial statements included in our Quarterly Reports
on Form 10-Q, reviews of registration statements and issuances of consents, and services that are normally provided in connection with
statutory and regulatory filings or engagements.

 Audit-Related Fees

 Audit-related fees consist of aggregate fees billed for each of the
last two fiscal years for assurance and related services performed by the Company's principal accountant that are reasonably related
to the performance of the audit or review of our financial statements and are not reported under the paragraph captioned "Audit
Fees" above. We did not engage our principal accountant to provide assurance or related services during the last two fiscal years.

 Tax Fees

 Tax fees consist of aggregate fees billed for each of the last two
fiscal years for professional services performed by the Company's principal accountant with respect to tax compliance, tax advice,
tax consulting and tax planning. We did not engage our principal accountant to provide tax compliance, tax advice or tax planning services
during the last two fiscal years.

 All Other Fees

 All other fees consist of aggregate fees billed for each of the last
two fiscal years for products and services provided by the Company's principal accountant, other than for the services reported
under the headings " Audit Fees," " Audit-Related Fees " and " Tax Fees " above. We
did not engage our principal accountant to render services to us during the last two fiscal years, other than as reported above.

 Pre-Approval Policies and Procedures

 The Audit Committee has reviewed and approved
all fees earned in 2024 and 2023 by the Company's principal accountant, and actively monitored the relationship between audit and
non-audit services provided. The Audit Committee has concluded that the fees earned by the principal accountant were consistent with the
maintenance of the principal accountant's independence in the conduct of its auditing functions.

 The Company's
principal accountant did not provide, and the Audit Committee did not approve, any services that would have been described under " —Audit-Related
Fees ", or " —Tax Fees " or " —All Other Fees " above for either of the last two
fiscal years.

 The Audit Committee annually considers the provision
of audit services. The Audit Committee must pre-approve all services provided and fees earned by the Company's principal accountant.
The Audit Committee has established pre-approval policies and procedures that are detailed as to the particular service, that require
that the Audit committee be informed of each service, and that do not include delegation of the Audit Committee's responsibilities
under the Exchange Act to management. The pre-approval policies and procedures provide only for defined audit services and, if any, specified
audit-related fees, tax services, and other services, and may impose specific dollar value limits for the fees for pre-approved services.
The Audit Committee also considers on a case-by-case basis specific engagements that are not otherwise pre-approved under the pre-approval
policies and procedures or that materially exceed pre-approved fee amounts. On an interim basis, any proposed engagement that does not
fit within the definition of a pre-approved service may be presented to a designated member of the Audit Committee for approval and to
the full Audit Committee at its next regular meeting.

 The percentage
of hours expended on the Company's principal accountant's engagement to audit the Company's financial statements for
the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time,
permanent employees was not greater than 50%.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

 (a) List of Documents Filed as a Part of This Report:

 (1) Index to Financial Statements:

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholder's Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 (2) Index to Financial Statement Schedules:

 All schedules have been omitted because
the required information is included in the financial statements or the notes thereto, or because it is not required.

 (3) Index to Exhibits:

 See exhibits listed under " —(b) Exhibits "
below.

 (b) Exhibits:

 Exhibit No.

 Description

 3.1

 Articles of Incorporation of Asset Entities Inc. (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 filed on September 2, 2022)

 3.2

 Certificate of Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on May 24, 2024 (incorporated by reference to Exhibit 3.3 to Registration Statement on Form S-1 filed on June 7, 2024)

 3.3

 Certificate of Amendment to Designation of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 20, 2024)

 3.4

 Certificate of Change of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 27, 2024 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 28, 2024)

 3.5

 Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada at 9:58 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.6 to Registration Statement on Form S-1 filed on October 31, 2024)

 3.6

 Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada at 11:38 AM Pacific Daylight Time on September 4, 2024 (incorporated by reference to Exhibit 3.7 to Registration Statement on Form S-1 filed on October 31, 2024)

 3.7

 Bylaws of Asset Entities Inc. (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 filed on September 2, 2022)

 4.1*

 Description of Securities of Asset Entities Inc.

 4.2

 Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated June 9, 2022 (incorporated by reference to Exhibit 4.2 to Annual Report on Form 10-K filed on March 31, 2023)

 4.3

 Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 7, 2022 (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K filed on March 31, 2023)

 4.4

 Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated October 21, 2022 (incorporated by reference to Exhibit 4.4 to Annual Report on Form 10-K filed on March 31, 2023)

 4.5

 Common Stock Purchase Warrant issued to Boustead Securities, LLC, dated February 7, 2023 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on February 8, 2023)

 4.6

 Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on August 7, 2023)

 4.7

 Form of Warrant To Purchase Class B Common Stock issuable to Boustead Securities, LLC (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on August 7, 2023)

 4.8

 Warrant To Purchase Class B Common Stock issued to Boustead Securities, LLC, dated as of May 24, 2024 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 28, 2024)

 4.9

 Warrant To Purchase Class B Common Stock issued to Michael R. Jacks, dated as of July 29, 2024 (incorporated by reference to Exhibit 4.8 to Registration Statement on Form S-1 filed on filed on August 9, 2024)

 10.1

 Letter Agreement between Asset Entities Inc. and Arshia Sarkhani, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.2

 Letter Agreement between Asset Entities Inc. and Matthew Krueger, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.3

 Letter Agreement between Asset Entities Inc. and Kyle Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.4

 Letter Agreement between Asset Entities Inc. and Arman Sarkhani, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.5

 Amendment to Letter Agreement between Arman Sarkhani and Asset Entities Inc., dated as of August 15, 2023 (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on November 14, 2023)

 10.6

 Letter Agreement between Asset Entities Inc. and Jason Lee, dated as of November 10, 2023 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on November 15, 2023)

 10.7

 Consulting Letter Agreement between Asset Entities Inc. and Michael Gaubert, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.8

 Independent Director Agreement between Asset Entities Inc. and John A. Jack II, dated May 2, 2022 (incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K filed on March 31, 2023)

 10.9

 Independent Director Agreement between Asset Entities Inc. and Richard A. Burton, dated May 2, 2022 (incorporated by reference to Exhibit 10.13 to Annual Report on Form 10-K filed on March 31, 2023)

 10.10

 Independent Director Agreement between Asset Entities Inc. and Scott K. McDonald, dated May 2, 2022 (incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K filed on March 31, 2023)

 10.11

 Independent Director Agreement between Asset Entities Inc. and David Reynolds, dated as of May 16, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 16, 2024)

 10.12

 Form of Indemnification Agreement between Asset Entities Inc. and each officer or director (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 16, 2024)

 10.13

 Asset Entities Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.14

 Form of Stock Option Agreement for Asset Entities Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.15

 Form of Restricted Stock Award Agreement for Asset Entities Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.16

 Form of Restricted Stock Unit Award Agreement for Asset Entities Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.17

 Renewal Service Agreement, dated as of June 9, 2024, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-1 filed on August 9, 2024)

 10.18

 Renewal Service Agreement, dated as of November 9, 2023, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-1 filed on August 9, 2024)

 10.19

 Renewal Service Agreement, dated as of October 10, 2023, between Asset Entities, LLC and Regus Management Group, LLC (incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-1 filed on August 9, 2024)

 10.20

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Derek Dunlop (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.21

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Brian Fox (incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.22

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Haeley Benavides (incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.23

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and John Costacos (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.24

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, GKDB AE Holdings, LLC, and Aaron Edwards (incorporated by reference to Exhibit 10.6 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.25

 Cancellation and Exchange Agreement, dated as of February 22, 2024, among Asset Entities Inc., Asset Entities Holdings, LLC, and Atticus Peppas (incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q filed on May 15, 2024)

 10.28

 Underwriting Agreement, dated February 2, 2022, by and between Asset Entities Inc. and Boustead Securities, LLC (as representative of the underwriters named therein) (incorporated by reference to Exhibit 1.1 to Current Report on Form 8-K filed on February 8, 2023)

 10.26

 Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between Asset Entities Inc. and Triton Funds LP (incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on April 2, 2024)

 10.27

 Form of Securities Purchase Agreement, dated as of May 24, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 28, 2024)

 10.28

 Form of First Amendment to Securities Purchase Agreement, dated as of June 13, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 20, 2024)

 10.29

 Form of Registration Rights Agreement, dated as of May 24, 2024 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 28, 2024)

 10.30

 Assignment and Assumption Agreement, dated as of July 30, 2024, among Boustead Securities, LLC, Sutter Securities, Inc., and Asset Entities Inc. (incorporated by reference to Exhibit 10.34 to Registration Statement on Form S-1 filed on August 9, 2024)

 10.31

 Assignment and Assumption Agreement, dated as of July 30, 2024, among Sutter Securities, Inc., Michael R. Jacks, Boustead Securities, LLC, and Asset Entities Inc. (incorporated by reference to Exhibit 10.35 to Registration Statement on Form S-1 filed on August 9, 2024)

 10.32

 Waiver and Consent, dated as of September 20, 2024, between Asset Entities Inc. and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 23, 2024)

 10.33

 Limited Waiver and Consent, dated as of September 26, 2024, between Asset Entities Inc. and Boustead Securities, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 27, 2024)

 10.34

 Sales Agreement, dated as of September 27, 2024, between Asset Entities Inc. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 30, 2024)

 10.35

 Purchase Agreement, dated November 25, 2024, between Asset Entities Inc. and Jeff Blue (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 2, 2024)

 10.36

 Letter Agreement between Asset Entities Inc. and Jackson Fairbanks, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-1 filed on September 2, 2022)

 10.37*

 Letter Agreement between Asset Entities Inc. and Arshia Sarkhani, dated as of March 27, 2025

 10.38*

 Letter Agreement between Asset Entities Inc. and Matthew Krueger, dated as of March 27, 2025

 10.39*

 Letter Agreement between Asset Entities Inc. and Kyle Fairbanks, dated as of March 27, 2025

 10.40*

 Letter Agreement between Asset Entities Inc. and Arman Sarkhani, dated as of March 27, 2025

 10.41*

 Letter Agreement between Asset Entities Inc. and Jackson Fairbanks, dated as of March 27, 2025

 10.42*

 Consulting Letter Agreement between Asset Entities Inc. and Michael Gaubert, dated as of March 27, 2025

 14.1

 Code of Ethics and Business Conduct (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed on September 2, 2022)

 19.1

 Asset Entities Inc. Insider Trading Policy (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K filed on April 2, 2024)

 23.1*

 Consent of WWC, Professional Corporation

 31.1*

 Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Asset Entities Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K filed on April 2, 2024)

 101.PRE

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 *
 Filed herewith

 Executive compensation plan or arrangement

 ITEM 16. FORM 10-K SUMMARY.

 None.

 FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholder's Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 To:
 The Board of Directors and Stockholders of

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of ASSET ENTITIES INC. (the "Company") as of December 31, 2024 and 2023, and the related statements of operations, stockholders'
equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the
years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ WWC, P.C.

 WWC, P.C.

 Certified Public Accountants

 PCAOB ID: 1171

 We have served as the Company's auditor since January 19, 2022.

 San Mateo, CA

 F- 2

 Balance Sheets

 As of

 As of

 2024

 2023

 ASSETS

 Current Assets

 Cash

 $
 2,660,624

 $

 Prepaid expenses

 37,228

 38,681

 Trading marketable securities

 -

 -

 Total Current Assets

 2,697,852

 2,963,004

 Non-Current Assets

 Property and equipment, net

 10,114

 12,825

 Intangible asset

 509,500

 100,000

 Total Non-Current Assets

 519,614

 112,825

 TOTAL ASSETS

 $
 3,217,466

 $
 3,075,829

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities

 Accounts payable and credit card liability

 $
 430,526

 $
 150,096

 Contract liabilities

 3,445

 Total Current Liabilities

 430,895

 153,541

 TOTAL LIABILITIES

 430,895

 153,541

 Commitments and contingencies

 Stockholders' Equity

 Preferred Stock; $ 0.0001 par value, 50,000,000 authorized Series A Convertible Preferred Stock; $ 0.0001 par value, $ 10,000 stated value, 660 designated 100 and 0 shares issued and outstanding, respectively

 -

 -

 Common Stock; $ 0.0001 par value, 40,000,000 authorized Class A Common Stock; $ 0.0001 par value, 2,000,000 authorized 1,000,000 and 1,677,056 shares issued and outstanding, respectively

 Class B Common Stock; $ 0.0001 par value, 38,000,000 authorized 9,060,965 and 1,207,827 shares issued, respectively

 Additional paid in capital

 14,791,922

 8,657,190

 Treasury Stock, at cost: Class B Common Stock - 250,000 shares

 -

)

 Subscription receivable

 -

 -

 Accumulated deficit

 ( 12,006,357
)

 ( 5,558,315
)

 TOTAL STOCKHOLDERS' EQUITY

 2,786,571

 2,922,288

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 3,217,466

 $
 3,075,829

 The accompanying notes are an integral part
of these financial statements.

 F- 3

 Statements
of Operations

 Year ended

 2024

 2023

 Revenue

 $
 633,489

 $
 277,038

 Operating expenses

 Contract labor

 512,911

 176,773

 General and administrative

 3,021,547

 2,183,155

 Management compensation

 3,503,059

 2,848,307

 Total operating expenses

 7,037,517

 5,208,235

 Loss from operations

 ( 6,404,028
)

)

 Other income

 Interest income

 10,096

 -

 Total other income

 10,096

 -

 Income before income tax credit

)

)

 Income taxes credit from prior period

 $
)

 $
)

 Dividend on Series A Preferred Stock

 ( 54,110
)

 -

 Net loss attributable to common stockholders

 $
 ( 6,448,042
)

 $
)

 Loss per share of common stock - basic and diluted

 $
 ( 1.70
)

 $
 ( 1.85
)

 Weighted average number of shares of common stock outstanding - basic and diluted

 3,788,525

 2,663,477

 The accompanying notes are an integral part
of these financial statements.

 F- 4

 Statement of
Stockholders' Equity

 For the years ended December 31, 2024 and 2023

 Series
 A

 Convertible

Preferred
 Stock

 Class
 A

 Common Stock

 Class
 B

 Common Stock

 Additional

Paid in

 Subscription

 Treasury

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Capital

 Receivable

 Stock

 Deficit

 Total

 Balance - December 31, 2022

 -

 $
 -

 1,677,056

 $

 472,945

 $

 $
 780,685

 $
 -

 $
 -

 $
 ( 627,118
)

 $
 153,783

 Class B Common stock issued

 -

 -

 -

 -

 352,682

 6,580,612

 -

 -

 -

 6,580,647

 Class B Common stock issued for restricted stock awards

 -

 -

 -

 -

 382,200

 1,295,893

 -

 -

 -

 1,295,931

 Repurchase of Class B Common stock

 -

 -

 -

 -

 -

 -

 -

)

 -

)

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance - December 31,2023

 -

 $
 -

 1,677,056

 $

 1,207,827

 $

 $
 8,657,190

 $
 -

 $
)

 $
 ( 5,558,315
)

 $
 2,922,288

 Series A Convertible Preferred stock issued

 -

 -

 -

 -

 -

 2,647,500

 -

 -

 -

 2,647,500

 Conversion from Series A Convertible Preferred stock to Class B common
 stock

 ( 230
)

 -

 -

 -

 4,293,312

 53,681

 -

 -

 -

 54,110

 Conversion from Class A to Class B common stock

 -

 -

 ( 677,056
)

 ( 68
)

 677,056

 -

 -

 -

 -

 -

 Class B common stock for cash

 -

 -

 -

 -

 2,718,475

 2,388,587

 -

 -

 -

 2,388,858

 Class B Common stock issued for restricted stock awards

 -

 -

 -

 -

 168,354

 1,212,340

 -

 -

 -

 1,212,357

 Class B Common stock issued for purchase of intangible asset

 -

 -

 -

 -

 5,000

 9,499

 9,500

 Cancellation of Class B common stock and Treasury stock

 -

 -

 -

 -

 ( 80,067
)

 ( 8
)

 ( 176,868
)

 -

 176,876

 -

 -

 Reverse stock split adjustment

 -

 -

 -

 -

 71,008

 ( 7
)

 -

 -

 -

 -

 Dividend declared - Series A Convertible Preferred stock

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 54,110
)

 ( 54,110
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance - December 31,2024

 $
 -

 $

 9,060,965

 $

 $
 14,791,922

 $
 -

 $
 -

 $
 ( 12,006,357
)

 $
 2,786,571

 The accompanying notes are an integral part
of these financial statements.

 F- 5

 ASSET
ENTITIES INC.

 Statements
of Cash Flows

 Year ended

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock based compensation

 1,212,357

 1,295,931

 Depreciation and amortization

 2,711

 Changes in operating assets and liabilities:

 Prepaid expenses

 1,453

 ( 38,681
)

 Accounts payable and accrued expenses

 280,430

 ( 133,207
)

 Contract liabilities

 ( 3,076
)

 ( 1,203
)

 Net cash used in operating activities

 ( 4,900,057
)

 ( 3,807,623
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property and equipment

 -

 ( 13,559
)

 Purchase of intangible asset

 ( 400,000
)

 ( 100,000
)

 Net cash used in investing activities

 ( 400,000
)

 ( 113,559
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Series A Convertible Preferred stock issued

 2,647,500

 -

 Proceeds from Class B common stock issued, net

 2,388,858

 6,885,204

 Reacquisition of shares

 -

)

 Net cash provided by financing activities

 5,036,358

 6,708,328

 Net change in cash

 ( 263,699
)

 2,787,146

 Cash at beginning of period

 137,177

 Cash at end of period

 $
 2,660,624

 $

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest

 $
 -

 $
 -

 NON CASH INVESTING AND FINANCING ACTIVITIES

 Conversion from Class A to Class B common stock

 $

 $
 -

 Conversion from Series A Convertible Preferred stock to Class B common stock

 $
 54,110

 Class B Common stock issued for purchase of intangible asset

 $
 9,500

 $
 -

 Cancellation of Class B common stock

 $
 176,876

 $
 -

 Reverse stock split adjustment

 $

 $
 -

 The accompanying notes are an integral
part of these financial statements.

 F- 6

 NOTES TO FINANCIAL
STATEMENTS

 As of and for the years ended December 31, 2024
and 2023

 Note 1. Organization, Description of Business
and Liquidity

 Organization

 Asset Entities Inc. ("Asset Entities",
"we", "us" or the "Company"), began operations as a general partnership in August 2020 and formed
Assets Entities Limited Liability Company in the state of California on October 20, 2020. The financial statements reflect the operations
of the Company from inception of the general partnership. On March 15, 2022, the Company filed Articles of Merger to register and incorporate
with the state of Nevada and changed the company name to Asset Entities Inc.

 Reverse Stock Split

 On June 27, 2024, the Company filed a Certificate
of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing
a 1-for-5 reverse stock split of the Company's issued and outstanding shares of Class A Common Stock, $ 0.0001 par value per
share, and Class B Common Stock, $ 0.0001 par value per share. The reverse stock split became effective on July 1, 2024.

 Prior to the reverse stock split, the Company
was authorized to issue 200,000,000 shares of common stock, consisting of 10,000,000 shares of Class A Common Stock
and 190,000,000 shares of Class B Common Stock. As a result of the reverse stock split, the Company will be authorized to 40,000,000 shares
of common stock, consisting of 2,000,000 shares of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

 All share and per share information in these financial
statements retroactively reflect this reverse stock split.

 Description of Business

 Asset Entities is an Internet company providing
social media marketing, content delivery, and development and design services across Discord, TikTok, and other social media platforms.
Based on the rapid growth of our Discord servers and social media following, we have developed three categories of services. First, we
provide subscription upgrades to premium content on our investment education and entertainment servers on Discord. Second, we codevelop
and execute influencer social media and marketing campaigns for clients. Third, we design, develop and manage Discord servers for clients
under our "AE.360.DDM" brand. Our AE.360.DDM service was released in December 2021. All of these services – our Discord
investment education and entertainment, social media and marketing, and AE.360.DDM services – are therefore based on our effective
use of Discord in combination with ongoing social media outreach on TikTok, Facebook, Twitter, Instagram, and YouTube.

 Liquidity

 The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization
of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $ 12,006,357 at
December 31, 2024 and a net loss of $ 6,393,932, during the year ended December 31, 2024.

 The Company
has received confirmation from Ionic Ventures, LLC that it will invest up to $ 3 million in the Company's Series A Convertible
Preferred Stock upon request by the Company, and the Company's Certificate of Designation of Series A Convertible Preferred Stock
allows for an additional 330 preferred shares of Series A Convertible Preferred Stock to be sold.

 With the additional revenue from the
purchase of the TommyBoyTV, LLC server in June 2024, gross revenue is projected to increase to over $ 1.2 million in 2025.

 Based on the Company's existing cash resources,
management believes that the Company will have sufficient funds to carry out the Company's planned operations for at least the next
12 months from the issuance date of the accompanying financial statements.

 F- 7

 Note 2. Summary of Significant Accounting Policies

 Basis of Presentation

 The financial
statements and related disclosures have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
("SEC"). The financial statements of the Company have been prepared in accordance with generally accepted accounting principles
in the United States of America ("GAAP") and are presented in US dollars. The Company uses the accrual basis of accounting
and has adopted a December 31 fiscal year end.

 Use of Estimates

 The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting
period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

 Cash and Cash Equivalents

 For purposes of balance sheet presentation and
reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments
with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at December 31, 2024
and 2023.

 Periodically, the Company may carry cash balances
at financial institutions more than the federally insured limit of $ 250,000 per institution. The
amount in excess of the FDIC insurance as of December 31, 2024, was approximately $ 1.9 million. The Company has not experienced losses
on account balances and management believes, based upon the quality of the financial institutions, that the credit risk with regard to
these deposits is not significant.

 Deferred Offering Costs

 As of December 31, 2022, deferred offering costs
represent legal fees for preparation of any securities purchase agreements or current registration statement. The Company recorded these
fees as a current asset that netted against gross proceeds received from any offering or placements. In
February 2023, the Company issued common stock as initial public offering and netted offering cost as additional paid in capital. As of
December 31, 2024, there is no more deferred offering costs.

 Property and equipment

 Property and equipment are stated at cost less
accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs
less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

 Category

 Useful life
 (years)

 Building

 Machinery and Equipment

 5 - 10

 Office Equipment and Fixtures

 Vehicle

 The Company did not have any Building, Machinery
and Equipment, and Vehicle as of December 31, 2024.

 Maintenance and repairs are charged to expense
as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment,
the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

 The long-lived assets of the Company are reviewed
for impairment in accordance with ASC No. 360, "Property, Plant and Equipment" ("ASC No. 360"), whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated
by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.

 F- 8

 Intangible Assets

 Intangible assets acquired are recorded at fair
value. We test our finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying
value of the assets may not be recoverable. We test our indefinite-lived intangible assets for impairment annually
or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If
the carrying value exceeds the fair value, we recognize an impairment in an amount equal to the excess, not to exceed the carrying
value. Management uses considerable judgment to determine key assumptions, including projected revenue, royalty rates and appropriate
discount rates. During the year ended December 31, 2024 and 2023, there were no intangible asset impairment charges.

 Finite-lived intangible assets are amortized using
the straight-line method over their estimated useful lives, which ranges from 5 to 15 years. Our finite-lived
intangible assets include acquired franchise agreements, acquired customer relationships, acquired customer lists, and internally
developed software. Our indefinite-lived intangible assets include acquired domain names, trade names, and purchased software.

 Intangible assets internally
developed are measured at cost. We capitalize costs to develop or purchase computer software for internal use which are incurred during
the application development stage. These costs include fees paid to third parties for development services and payroll costs
for employees' time spent developing the software. We expense costs incurred during the preliminary project stage and the post-implementation
stage. Capitalized development costs are amortized on a straight-line basis over the estimated useful life of the software.
The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management
with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated
economic life.

 Impairment of Long-lived Assets Other Than
Goodwill

 Long-lived assets with finite lives, primarily
property and equipment, intangible assets, and operating lease right-of-use assets are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the
asset and its eventual disposition are below the asset's carrying value, then the asset is deemed to be impaired and written down
to its fair value.

 Fair Value Measurements

 The Company uses a three-tier fair value hierarchy
to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured
at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use
observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value. The three tiers are defined
as follows:

 Level 1—Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

 Level 2—Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

 Level 3—Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

 The Company's
financial instruments, including cash, accounts receivable, prepaid expense, deferred offering costs and contract liabilities, other current
liabilities are carried at historical cost. At December 31, 2024 and 2023, the carrying amounts of these instruments approximated their
fair values because of the short-term nature of these instruments.

 Advertising Expenses

 The Company expenses advertising costs as they
incurred. Total advertising expenses were $ 944,635 and $ 436,066 for the year ended December 31, 2024 and 2023, respectively, and have
been included as part of general and administrative expenses.

 F- 9

 Research and Development

 Research and development costs are charged to
expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development
costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable
agreement.

 The Company incurred research and development
expenses of $ 423,299 and $ 18,935 for the year ended December 31, 2024 and 2023, respectively, and have been included as
part of contract labor.

 Stock based compensation

 Service-Based Awards

 The Company records stock-based compensation for awards granted to
employees, non-employees, and to members of the Board for their services on the Board based on the grant date fair value of awards issued,
and the expense is recorded on a straight-line basis over the requisite service period, which is generally one to three years.

 For restricted stock awards ("RSAs") issued under the Company's
stock-based compensation plans, the fair value of each grant is calculated based on the Company's stock price on the date of grant.

 Share Repurchase

 Share repurchases are open market purchases. Share
repurchases are generally recorded on the settlement date, as treasury stock. When shares are cancelled, the value of repurchased shares
is deducted from stockholders' equity through common stock with the excess over par value recorded to accumulated deficit.

 Revenue Recognition

 The Company recognizes revenue utilizing the following
steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine
the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when
the Company satisfies a performance obligation.

 Subscriptions

 Subscription revenue is related to a single performance
obligation that is recognized over time when earned. Subscriptions are paid in advance and can be purchased on a monthly, quarterly, or
annual basis. Any quarterly or annual subscription revenue is recognized as a contract liability recorded over the contracted service
period.

 Marketing

 Revenue related to marketing campaign contracts
with customers are normally of a short duration, typically less than two (2) weeks.

 AE.360.DDM Contracts

 Revenue related to AE.360.DDM contracts with customers
are normally of a short duration, typically less than one (1) week.

 Contract Liabilities

 Contract liabilities consist of quarterly and
annual subscription revenue that have not been recognized. Revenue under these agreements is recognized over the related service period.
As of December 31, 2024 and 2023, total contract liabilities were $ 369 and $ 3,445 respectively. Contract liabilities are expected
to be recognized as revenue over a period not to exceed twelve (12) months.

 F- 10

 Changes in contract liabilities for the year ended
December 31, 2024 are as follows:

 2024

 2023

 Balance, January 1

 $
 3,445

 $
 4,648

 Deferral of revenue

 -

 -

 Recognition of revenue

 ( 3,076
)

 ( 1,203
)

 Balance, December 31

 $

 $
 3,445

 Earnings Per Share of Common Stock

 The Company has adopted ASC Topic 260, "Earnings
per Share" which requires presentation of basic earnings per share on the face of the statements of operations for all
entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share
computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number
of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average
number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential
dilution that could occur from common stock issuable through contingent share arrangements, stock options and warrants unless the result
would be antidilutive. The Company would account for the potential dilution from convertible securities
using the as-if converted method. The Company accounts for warrants and options using the treasury stock method.

 As of December
31, 2024, warrants representing 105,490 shares of common stock equivalents were excluded from the computation from diluted net loss per
share as the result was anti-dilutive.

 Income Taxes

 As described in more detail in note 1, the business
now conducted by the Company was operated as a partnership from August 1, 2020 until October 19, 2020, when it was reorganized as a limited
liability company, or LLC, and that LLC was merged into the Company on March 28, 2022. Prior to that date, the partnership and the subsequent
LLC were not subject to federal income tax and all income, deductions, gains and losses were attributed to the partners or members.

 The Company adopted FASB ASC 740, Income Taxes,
at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense
represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets
and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. No deferred tax assets or liabilities were recognized as of December 31, 2024 or December 31, 2023.

 Related Parties

 The Company follows ASC 850, "Related
Party Disclosures", for the identification of related parties and disclosure of related party transactions and balances.
There were no related party transactions except management fees. During the years ended December 31, 2024 and 2023, the Company paid management
fees to their controlling members totaling $ 3,297,906 and $ 2,848,307, respectively.

 Commitments and Contingencies

 The Company follows ASC 450-20, "Loss
Contingencies", to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of
the assessment can be reasonably estimated. As of December 31, 2024 and 2023, the Company did not have any commitments and contingencies.

 Segment Reporting

 The Company operates as one operating
segment. The Company's chief operating decision maker ("CODM") is its chief executive officer, who reviews the operating results
for the Company as a whole to make decisions about allocating resources and assessing financial performance. The CODM uses operating margin
and net income to assess financial performance and allocate resources. These financial metrics are used by the CODM to make key operating
decisions, such as the determination of the rate at which the Company seeks to grow operating margin, the allocation of budget between
operating expenses and the management and forecasting of cash to ensure enough capital is available. Accordingly, we determined we operate
in a single reporting segment.

 F- 11

 Our CEO assesses performance and decides how to
allocate resources primarily based on consolidated net income, which is reported on our Consolidated Statements of Operations. Total assets
on the Consolidated Balance Sheets represent our segment assets.

 Recent Accounting Pronouncements

 In November
2024, the FASB issued ASU 2024-03 final standard on Income Statement: Disaggregation of Income Statement Expenses, which requires disaggregated
disclosure of income statement expenses for public business entities. The ASU does not change the expense captions an entity presents
on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures
within the footnotes to the financial statements. This guidance will be effective for us on January 1, 2027.

 The Company has considered all other recently
issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial
statements.

 Recently adopted accounting standards

 In November 2023, the FASB issued ASU 2023-07,
which improves reportable segment disclosure requirements. Primarily through enhanced disclosures about significant segment expenses among
other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within
fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments
will be applied retrospectively to all prior periods presented in the accompanying financial statements. The adoption of ASU 2023-07 has
not had a material effect on the Company's statements and disclosures.

 Note 3. Property and Equipment

 Property and equipment consisted of the following:

 2024

 2023

 Office equipment

 $
 13,559

 $
 13,559

 Accumulated depreciation

 ( 3,445
)

 ( 734
)

 $
 10,114

 $
 12,825

 During the year ended December 31, 2024 and 2023,
the Company recorded depreciation of $ 2,711 and $ 734, respectively.

 Note 4. Intangible Assets

 Intangible assets consist of the following:

 2024

 2023

 Purchased software

 $
 100,000

 $
 100,000

 Discord server

 249,500

 -

 Right of literary work entitled

 160,000

 -

 Less: Impairment

 -

 -

 $
 509,500

 $
 100,000

 On November 10, 2023, the Company entered into
an asset purchase agreement (the "Asset Purchase Agreement"). Under the Asset Purchase Agreement, the Company agreed to purchase
all of the right, title, and interest in and to substantially all of the assets and properties and used in connection with their business
of Discord development, social media, online community management, marketing, and business-to-business software-as-a-service that offers
sales, service, marketing, and analytics for the payment of $ 100,000 in cash ("Purchase software"). The Company determined
the asset has indefinite useful lived.

 F- 12

 On June 21, 2024, the Company entered into an
asset purchase agreement (the "Asset Purchase Agreement"). Under the Asset Purchase Agreement, the Company agreed to purchase
all of the right, title, and interest in and to substantially all of the assets and properties owned by the Seller and used in connection
with its business of Discord development, social media, online community management, marketing, and analytics for the payment of $ 200,000
in cash and the issuance of 25,000 shares of Class B Common Stock valued at $ 9,500 ("Discord server"). The Company determined
the asset has indefinite useful lived.

 On November 15, 2024, the Company entered into a asset purchase agreement. Under this agreement, the Company agreed to purchase all of
the right, title, and interest in and to the assets, properties and rights owned by the Seller and used in connection with its business
of Discord development, social media, online community management, marketing, and analytics for the payment of $ 40,000 in cash ("Discord
server"). The Company determined the asset has indefinite useful lived.

 On November 25, 2024, the Company entered into
a Purchase Agreement (the "Agreement") with Jeff Blue ("Owner") regarding the literary work entitled "One Step
Closer: From Xero to #1: Becoming Linkin Park" (the "Work"). Under the terms of the Agreement, the Company has acquired
a 50 % ownership interest in the film, TV, streaming, and other media adaptation rights to the Work. The Agreement stipulates several conditions
precedent, including approval of the chain-of-title to the Work by the Company, and receipt of necessary tax forms and other documents
for payment processing. In consideration of the rights granted, the Company paid $ 160,000 ("Right of literary work entitled").
The Company determined the asset has indefinite useful lived.

 Note 5. Stockholders' Equity

 Authorized Capital Stock

 On June 27, 2024, the Company filed a Certificate
of Change pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada authorizing a 1-for-5
reverse stock split of the Company's issued and outstanding shares of class A common stock and class B common stock. As a result
of the Reverse Stock Split, the Company will be authorized to issue 40,000,000 shares of common stock, consisting of 2,000,000 shares
of Class A Common Stock and 38,000,000 shares of Class B Common Stock.

 Preferred Stock

 The Company shall have the authority to issue
the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors
of the Company.

 Series A Convertible Preferred Stock

 On May 24, 2024, the Company filed a Certificate
of Designation of Series A Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the
State of Nevada designating 660 shares of the Company's Preferred Stock, $ 0.0001 par value per share, as
"Series A Convertible Preferred Stock," and setting forth the voting and other powers, preferences and relative, participating,
optional or other rights of the Series A Preferred Stock. Each share of Series A Preferred Stock has an initial stated value ("Stated
Value") of $ 10,000 per share.

 The Series A Preferred Stock, with respect to
the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to
all capital stock of the Company unless the holders of the majority of the outstanding shares of Series A Preferred Stock consent to the
creation of other capital stock of the Company that is senior or equal in rank to the Series A Preferred Stock.

 Holders of Series A Preferred Stock will be entitled
to receive cumulative dividends, in shares of Class B Common Stock or cash on the Stated Value at an annual rate of 6 % (which will
increase to 12 % if a Triggering Event (as defined in the Certificate of Designation) occurs. Dividends will be payable upon conversion
of the Series A Preferred Stock or upon any redemption.

 Holders of Series A Preferred Stock will be entitled
to convert shares of Series A Preferred Stock into a number of shares of Class B Common Stock determined by dividing the Stated Value
(plus any accrued but unpaid dividends and other amounts due, unless paid by the Company in cash) by the conversion price of the Series
A Preferred Stock (the "Conversion Price"). The initial Conversion Price is $ 0.75, subject to adjustment including adjustments
due to full-ratchet anti-dilution provisions. Holders may elect to convert shares of Series A Preferred Stock to Class B Common Stock
at an alternate Conversion Price equal to 85 % (or 70 % if the Company's Class B Common Stock is suspended from trading
on or delisted from a principal trading market or upon occurrence of a Triggering Event) of the average lowest daily volume weighed average
price of the Class B Common Stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designation).

 F- 13

 On September 4, 2024, the Company, filed an amendment
(the "Second Amended Designation") to the Certificate of Designation of Series A Convertible Preferred Stock of the Company
(as amended, the "Certificate of Designation"), which amended the original Certificate of Designation, as amended by the Certificate
of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State
of Nevada on June 14, 2024, by providing that amendments may be made to the beneficial ownership limitation provisions of the Certificate
of Designation. The Second Amended Designation became effective immediately upon filing.

 Immediately after the filing of the Second Amended
Designation, the Company filed an amendment (the "Third Amended Designation") to the Certificate of Designation to amend the
conversion and beneficial ownership limitation provisions of the Certificate of Designation. The conversion provisions were amended to
provide that a holder of Series A Convertible Preferred Stock, $ 0.0001 par value per share (the "Series A Preferred Stock"),
is not prohibited from delivering a Conversion Notice (as defined by the Certificate of Designation) while another Conversion Notice remains
outstanding. The beneficial ownership provisions were amended to provide that any conversion of shares of Series A Preferred Stock that
would result in the holder beneficially owning in excess of 4.99 % of the shares of Class B Common Stock, $ 0.0001 par value per share ("Class
B Common Stock"), will not be effected, and the shares of Class B Common Stock that would cause such excess will be held in abeyance
and not issued to the holder until the date the Company is notified by the holder that its ownership is less than 4.99 %, at the applicable
Conversion Price (as defined by the Certificate of Designation), and subject to the holder's compliance with other applicable procedural
requirements for conversion. The Third Amended Designation became effective immediately upon filing.

 Securities Purchase Agreement

 Series A Convertible Preferred Stock

 On May 24, 2024, the Company entered into a securities
purchase agreement (the "Purchase Agreement") with an investor (the "Investor") for the issuance and sale of up
to 330 shares of the Company's newly designated Series A Convertible Preferred Stock, $ 0.0001 par value per share
("Series A Preferred Stock"), for maximum gross proceeds of $ 3,000,000. Pursuant to the Purchase Agreement, the Company is
required to issue and sell 165 shares of Series A Preferred Stock at each of two closings subject to the satisfaction of the
terms and conditions for each closing. The first closing (the "First Closing") occurred on May 24, 2024 for the issuance and
sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000. The second closing (the "Second Closing"),
for the issuance and sale of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000, will occur on the first
business day on which the conditions specified in the Purchase Agreement for the Second Closing are satisfied or waived, including the
filing and effectiveness of the Registration Statement and the effectiveness of the Stockholder Consent. In addition, the Company issued
a warrant to Boustead for the purchase of 30,800 shares of Class B Common Stock with an exercise price of $ 3.75 per share.
The warrant is exercisable for a period of five years and contains cashless exercise provisions. The Company received $ 1,345,000,
net of offering cost of $ 155,000.

 The Second Closing, for the issuance and sale
of 165 shares of Series A Preferred Stock for gross proceeds of $ 1,500,000, occurred on July 29, 2024, which was the first business
day on which the conditions specified in the Purchase Agreement for the Second Closing were satisfied or waived. The Company received
$ 1,302,500, net of offering cost of $ 197,500.

 On the date of the Second Closing, the Company
was required to issue a warrant to Boustead Securities, LLC for the purchase of 30,800 shares of Class B Common Stock, equal
to 7 % of the number of shares of Class B Common Stock that may be issued upon conversion of the shares of Series A Preferred Stock
sold at the Second Closing at the initial Conversion Price of $ 3.75 per share, subject to the Exchange Limitation before the effectiveness
of the Stockholder Approval (the "Fourth Tail Warrant"). The Fourth Tail Warrant has an exercise price of $ 3.75 per share.

 On July 30, 2024, Boustead's rights to the
Fourth Tail Warrant were assigned to an assignee. The Fourth Tail Warrant was consequently cancelled and a new warrant was issued to the
assignee as of July 29, 2024.

 During the year ended December 31, 2024, the Company
issued 330 shares of Series A Convertible Preferred Stock for $ 2,647,500, net of discount.

 During the year ended December 31, 2024, 230 shares
of Series A Convertible Preferred Stock valued at $ 2,354,110 including dividend of $ 54,110 converted into 4,293,312 shares of Class B
Stock.

 The Company had 100 shares of Series A Convertible
Preferred Stock issued and outstanding as of December 31, 2024.

 F- 14

 Waiver of agreement

 On September 20, 2024, the Company entered into a
Waiver and Consent, dated as of September 20, 2024 (the "Ionic ATM Waiver"), between the Company and Ionic Ventures, LLC ("Ionic"),
the sole holder of the Company's Series A Convertible Preferred Stock, $ 0.0001 par value per share ("Series A Preferred Stock").
Pursuant to the Waiver and Consent, Ionic waived any prohibition, restriction or adverse adjustment that would otherwise apply to any
action of the Company relating to an "at the market offering" (as defined in Rule 415(a)(4) under the Securities Act of 1933,
as amended (the "Securities Act")), of equity securities of up to $ 5 million ("Waived ATM") under the Securities
Purchase Agreement, dated as of May 24, 2024, between the Company and Ionic. Pursuant to the Ionic ATM Waiver, regardless of the terms
and conditions of the Ionic Purchase Agreement and the Series A Certificate of Designation, the Company may at any time enter into any
agreement relating to a Waived ATM, the filing of a prospectus supplement to a prospectus contained in an effective registration statement
that was filed under the Securities Act relating to a Waived ATM, the announcement of a Waived ATM, the issuance, offer, sale, or grant
of any shares of the Company's Class B Common Stock, $ 0.0001 par value per share ("Class B Common Stock"), relating
to a Waived ATM, or the issuance, offer, sale, or grant of any securities in connection with either the provision of goods or services
or settlement of any obligations that may otherwise arise with respect to a Waived ATM. In addition, pursuant to the Ionic ATM Waiver,
Ionic waived any adjustment to the applicable Conversion Price (as defined in the Series A Certificate of Designation), which partly determines
the number of shares of Class B Common Stock issuable upon conversion of a share of Series A Preferred Stock, that would otherwise occur
as a result of any Waived ATM under the terms of the Series A Certificate of Designation.

 On September 26, 2024, the Company entered into a
Limited Waiver and Consent, dated as of September 26, 2024 (the "Boustead ATM Waiver"), between the Company and Boustead Securities,
LLC. Pursuant to the Boustead ATM Waiver, Boustead waived any condition on, restriction on, compensation rights, or rights of first refusal
that would be applicable under the letter agreement, dated November 29, 2021, between the Company and Boustead (the "Boustead Engagement
Letter") and the Underwriting Agreement, dated as of February 2, 2023, between the Company and Boustead (as representative of the
underwriters named therein) in relation to an "at the market offering" (as defined in Rule 415(a)(4) under the Securities
Act of 1933, as amended (the "Securities Act")) of equity securities of up to $ 5 million (a "Boustead Waived ATM").
Pursuant to the Boustead ATM Waiver, the Company may at any time enter into any agreement relating to a Boustead Waived ATM, the filing
of a prospectus supplement to a prospectus contained in an effective registration statement that was filed under the Securities Act relating
to a Boustead Waived ATM, the announcement of a Boustead Waived ATM, the issuance, offer, sale, or grant of any shares of the Class B
Common Stock relating to a Boustead Waived ATM, or the issuance, offer, sale, or grant of any securities in connection with either the
provision of goods or services or settlement of any obligations that may otherwise arise with respect to a Boustead Waived ATM. As consideration,
the Boustead ATM Waiver provides that the Company will promptly pay Boustead 3.0 % of the gross sales price of all shares of Class B Common
Stock sold in connection with any Boustead Waived ATM until the end of the applicability of the provisions of the right of first refusal
provisions of the Boustead Engagement Letter.

 Class A Common Stock

 Each share of Class A Common Stock entitles the
holder to ten ( 10) votes, in person or proxy, on any matter on which an action of the stockholders of the Company is sought and is convertible
by the holder into one ( 1) share of Class B Common Stock.

 As part of a share conversion in March 2022, the
Company converted the 97.56 % membership interest to 1,951,200 shares of Class A Common Stock of the Company. The Company has reflected
this conversion for all periods presented.

 The Company had 1,000,000 and 1,506,406 shares
of Class A Common Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

 Class B Common Stock

 Each share of Class B Common Stock entitles the
holder to one ( 1) vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

 The
Company had 9,060,965 and 1,207,827 shares of Class B Common Stock issued as of December 31, 2024 and 2023, respectively.

 F- 15

 Fiscal year 2024

 During the year ended December 31, 2024, the Company
issued and cancelled Class B common stock as follows:

 677,056 shares of Class A common stock were converted into 677,056 shares of Class B common stock

 124,318 shares of Class
B common stock for cash of $ 194,434 net (Triton Purchase agreement)

 2,594,157 shares of Class B common stock for cash of $ 2,194,418 net (ATM Alternative Deal)

,

 168,354 shares of Class B common stock for restricted stock awards valued at $ 161,753

 5,000 shares of Class B common stock for purchase of intangible asset valued at $ 9,500

 4,293,312 shares of Class B common stock for conversion of Series A Convertible Preferred stock. 891,304 shares were not yet issued at December 31, 2024

 30,067 shares of Class B common stock for cancellation

 50,000 treasury shares of Class B common stock for cancellation

 71,008 shares of Class B common stock for reverse stock split adjustment

 Fiscal year 2023

 During the year ended December 31, 2023, the Company
issued Class B common stock as follows:

 300,000 shares of Class B common stock issued for cash at $ 7,500,000 in the offering, and after deducting $ 884,880 of underwriting discounts and commissions, the non-accountable expense allowance, and other expenses from the offering, the Company received net proceeds of $ 6,615,120.

 52,682 shares of Class B common stock for cash of $ 40,154 net of $ 30,687 in offering costs (Triton Purchase agreement)

 382,200 shares of Class B restricted stock awards under the 2022 Equity Incentive Plan ("2022 Plan") to directors and executive officers, valued at $ 3,779,230.

 Treasury stock

 During the year ended December 31, 2023, the Company
repurchase 50,000 shares of Class B Common stock at $ 176,876 and recorded as treasury stock as of December 31, 2023. During 2024, all
the treasury stock was cancelled.

 Triton Purchase Agreement

 On June 30, 2023, the Company, entered into a
Closing Agreement (the "Closing Agreement") with Triton. Under the Closing Agreement, the Company agreed to sell to Triton
shares of class B common stock, $ 0.0001 par value per share, of the Company (the "Class B Common Stock"), having a total value,
as determined under the Closing Agreement, of $ 1,000,000.

 F- 16

 On August 1, 2023, the Company and Triton entered
into an Amended and Restated Closing Agreement (the "Amended and Restated Closing Agreement"). Subject to the terms of the
Amended and Restated Closing Agreement, the Company may deliver a closing notice (the "Closing Notice") and issue certain
securities to Triton at any time on or before April 30, 2024, pursuant to which Triton will be obligated to purchase such securities of
the Company with an aggregate value of $ 1,000,000 in the following manner. Upon delivery of the Closing Notice, Triton must purchase newly-issued
shares of Class B Common Stock of the Company (the "Triton Shares") in an amount equal to up to 9.99 % of the outstanding shares
of Class B Common Stock following such purchase, plus pre-funded warrants (the "Triton Pre-Funded Warrants" and together with
the Triton Shares, the "Triton Securities") that may be exercised to purchase an amount of newly-issued shares of Class B
Common Stock (the "Triton Warrant Shares"), such that the aggregate price of the Triton Shares and the Triton Pre-Funded Warrants
together with the exercise price to be paid upon full exercise of the Triton Pre-Funded Warrants will equal a total gross purchase price
of $ 1,000,000. Upon the Company's election to deliver the Closing Notice, the price of each of the Triton Shares will be set at
 85 % of the lowest daily volume-weighted average price of the Class B Common Stock during the five (5) business days before and five business
days after the date of the Closing Notice.

 On March 27, 2024, the Company delivered a Closing
Notice to Triton (the "Second Closing Notice") for the purchase of 124,318 shares of the Company's Class B
Common Stock to Triton Funds LP, a Delaware limited partnership ("Triton"). The price of the shares was required to be 85 %
of the lowest daily volume-weighted average price of the Class B Common Stock during the five business days prior
to the closing of the purchase of the shares (the "Triton Closing"), and the Triton Closing was required to occur within five business days after
the date that the Triton Shares were received by Triton, in accordance with the Amended and Restated Closing Agreement, dated as of August
1, 2023, between the Company and Triton, as amended by the Amendment to Amended and Restated Closing Agreement, dated as of September
27, 2023, between the Company and Triton, the Second Amendment to Amended and Restated Closing Agreement, dated as of December 30, 2023,
between the Company and Triton, and the Third Amendment to Amended and Restated Closing Agreement, dated as of March 29, 2024, between
the Company and Triton (as amended, the "Amended and Restated Closing Agreement"). On April 10, 2024, the date of the Triton
Closing, the price of the Triton Shares was determined to be $ 1.70 per share based on the lowest daily volume-weighted average price
of the Class B Common Stock during the five business days prior to the Triton Closing.

 In connection with the Triton Closing, pursuant
to the Boustead Engagement Letter and the Underwriting Agreement, the Company paid Boustead, as placement agent compensation, a total
of $ 16,907, equal to 7 % of the aggregate purchase price and a non-accountable expense allowance equal to 1 % of the aggregate
purchase price for the Triton Shares. In addition, the Company issued a warrant to Boustead for the purchase of 8,702 shares
of Class B Common Stock, equal to 7 % of the number of the Triton Shares, with an exercise price of $ 1.70 per share, equal to
the purchase price per share of the Triton Shares (the "Tail Warrant"). The Tail Warrant is exercisable for a period
of five years and contains cashless exercise provisions.

 Sales agreement of Class B Common Stock

 On September 27, 2024, the Company entered into
a Sales Agreement between the Company and A.G.P./Alliance Global Partners (the "Sales Agent"). Pursuant to the prospectus
supplement and accompanying base prospectus relating to the offering of the Shares (as defined below), and under terms of the Sales Agreement
and the prospectus supplement and the accompanying base prospectus, filed on September 27, 2024, the Company may, from time to time, in
transactions that are deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended
(the "Securities Act"), issue and sell through or to the Sales Agent, up to a maximum aggregate amount of $ 1,791,704 of shares
of the Company's Class B Common Stock, $ 0.0001 par value per share (the "Shares").

 The Company will pay the Sales Agent a cash commission
of 3.0 % of the gross sales price of the Shares sold by the Sales Agent pursuant to the Sales Agreement. Pursuant to the terms of the Sales
Agreement, the Company also agreed to reimburse the Sales Agent for reasonable fees and expenses, not to exceed $ 60,000 (including but
not limited to the reasonable and documented fees and disbursements of its legal counsel), and additional amounts for annual maintenance
of the Sales Agreement (including but not limited to the reasonable and documented fees and disbursements of its legal counsel) on a quarterly
basis, not to exceed $ 5,000 per quarter.

 2022
Equity Incentive Plan

 The maximum
number of shares of Class B Common Stock that may be issued pursuant to awards granted under the 2022 Plan is 550,000 shares.
Awards that may be granted include: (a) Incentive Stock Options, or ISO (b) Non-statutory Stock Options, (c) Stock Appreciation Rights,
(d) Restricted Stock, the Restricted Stock Units, or RSUs, (f) Stock granted as a bonus or in lieu of another award, and (g) Performance
Awards. These awards offer us and our shareholders the possibility of future value, depending on the long-term price appreciation of our
Class B Common Stock and the award holder's continuing service with us.

 The RSA
shares to directors vest quarterly for one year from the date of grantee's appointment as a director. The RSA shares to officers
vest annually over three years from the grant date. RSA shares are measured at fair market value on the date of grant and stock-based
compensation expense is recognized as the shares vest with a corresponding offset credited to additional paid-in-capital. For the year
December 31, 2024 and 2023, the Company recorded stock-based compensation expense of $ 1,212,357 and $ 1,295,931, respectively. As
of December 31, 2024 and 2023, 317,420 and 39,200 RSA shares have vested, respectively.

 F- 17

 As of December 31, 2024 and 2023, there was $ 1,067,382
and $ 2,483,299 of unrecognized stock-based compensation expense related to unvested RSUs, which is expected to be recognized over a weighted-average
period of 1.13 and 2.09 years, respectively.

 Warrant

 In June and October 2022, the Company issued a
total of 10,500 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock. The
exercise price of warrants is $ 31.25 and expiration date is the date that is five years from the issuance date of each warrant. The Company
accounted for these warrants as equity-classified instruments.

 On February
7, 2023, the Company issued 21,000 warrants to purchase Class B Common stock Company's Class B Common Stock
which is equal to 7 % of the aggregate number of shares of Class B Common Stock sold in the above mentioned initial public offering.
These warrants carry an exercise price of $ 31.25 per share, which is equal to 125 % of the public offering price, subject to
adjustment, the warrants also include a cashless exercise provision; these warrants may be exercised at any time for five years following
the date of issuance.

 On April 17, 2024, the Company issued a total
of 8,702 warrants to purchase Class B Common Stock for a success fee of private placements of shares of Class B common stock. The exercise
price of warrants is $ 1.70 and expiration date is the date that is five years from the issuance date of each warrant. The Company accounted
for these warrants as equity-classified instruments.

 In May and July 2024, the Company issued a total
of 61,600 warrants to purchase Class B Common stock for a success fee of private placements of shares of Class B common stock. The exercise
price of warrants is $ 3.75 and expiration date is the date that is five years from the issuance date of each warrant. The Company accounted
for these warrants as equity-classified instruments.

 On October 11, 2023, the Company issued warrants
to purchase 3,688 shares of Class B Common Stock as a success fee in connection with a private placement. The exercise price of the warrants
is $ 1.3447 and the expiration date is the date that is five years from the issuance date of the warrant. The Company accounted for these
warrants as equity-classified instruments.

 A summary of activity during the years ended December
31, 2024 and 2023, follows:

 Weighted

 Weighted

 Average

 Average

 Number of
 shares

 Exercise Price

 Life

(years)

 Outstanding, December 31, 2022

 10,500

 $
 31.25

 4.68

 Granted

 24,688

 26.78

 4.90

 Expired

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding, December 31, 2023

 35,188

 $
 28.12

 4.05

 Granted

 70,302

 3.50

 4.92

 Expired

 -

 -

 -

 Exercised

 -

 -

 -

 Outstanding, December 31, 2024

 105,490

 $
 11.71

 3.92

 All of the outstanding warrants are exercisable
as of December 31, 2024. The intrinsic value of the warrants as of December 31, 2024, is $ 0.

 Note 6. Income tax

 The Company has not made
a provision for income taxes for the year ended December 31, 2024 and 2023, since the Company has the benefit of net operating losses
in these periods and the Company changed from a limited liability partnership to a C corporation during 2022.

 F- 18

 Due to uncertainties
surrounding the Company's ability to generate future taxable income to realize deferred income tax assets arising as a result of
net operating losses carried forward, the Company has not recorded any deferred income tax assets as of December 31, 2024. During
the year ended December 31, 2024, the Company has incurred a net operating loss ("NOL") of $ 6,393,932. NOLs generated after
December 31, 2017 can be carryforward indefinitely.

 A reconciliation
between expected income taxes, computed at the federal income tax rate of 21 % applied to the pretax accounting loss, and the income tax
net expense included in the consolidated statements of operations for the year ended December 31, 2024 and 2023 is as follows:

 Year ended

 2024

 2023

 Income tax expense (credit) at statutory rate

 $
 ( 1,342,726
)

 $
 ( 1,035,551
)

 Income tax adjustment

 Stock based compensation

 254,595

 272,146

 Change of valuation allowance

 1,088,131

 763,405

 Income tax expense (credit)

 $
 -

 $
 -

 Net deferred tax assets consist of the following
components as of:

 2024

 2023

 Operating loss carry forward

 $
 1,987,040

 $
 898,909

 Valuation allowance

 ( 1,987,040
)

 ( 898,909
)

 Deferred tax asset

 $
 -

 $
 -

 Note 7. Subsequent Events

 Management
evaluated all events from the date of the balance sheet, which was December 31, 2024 through March 31, 2025 which was the date these
financial statements were available to be issue. Based on our evaluation no material events have occurred that require disclosure
other than below.

 On January
21, 2025, the conversion price at initial price is amended from $ 0.75 to $ 3.75.

 As of February
14, 2025, the Company has sold $ 5,489,371 in relation of Sales Agreement (the "ATM Sales") between the Company and Alliance
Global Partners with up to a maximum aggregate amount of $ 5,489,399 of shares of the Company's Class B Common Stock, $ 0.0001 par
value per share.

 F- 19

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Date: March 31, 2025

 /s/ Arshia Sarkhani

 Name:

 Arshia Sarkhani

 Title:

 Chief Executive Officer and President

 (Principal Executive Officer)

 /s/ Matthew Krueger

 Name:

 Matthew Krueger

 Title:

 Chief Financial Officer, Treasurer and Secretary

 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Arshia Sarkhani

 Chief Executive Officer, President and Director (principal executive officer)

 Arshia Sarkhani

 /s/ Matthew Krueger

 Chief Financial Officer (principal financial and accounting officer)

 Matthew Krueger

 /s/ Michael Gaubert

 Executive Chairman and Director

 Michael Gaubert

 /s/ Kyle Fairbanks

 Executive Vice-Chairman, Chief Marketing Officer and Director

 Kyle Fairbanks

 /s/ Richard A. Burton

 Richard A. Burton

 /s/ John A. Jack II

 John A. Jack II

 /s/ Scott K. McDonald

 Scott K. McDonald

 /s/ David Reynolds

 David Reynolds

 P5D P5D P5D 0001920406 false FY

 2024-06-28

 2025-03-25

 2025-03-25

 2024-10-01

 asst: AssetEntitiesIncMember

 asst: AssetEntitiesIncMember

 srt: ScenarioForecastMember
 asst: TommyBoyTVLLCMember

 2025-12-31
 2025-12-31

 srt: MinimumMember

 srt: MaximumMember

 us-gaap: BuildingMember

 srt: MinimumMember
 us-gaap: MachineryAndEquipmentMember

 srt: MaximumMember
 us-gaap: MachineryAndEquipmentMember

 us-gaap: EquipmentMember

 us-gaap: VehiclesMember

 asst: AssetPurchaseAgreementMember

 2023-11-10

 asst: AssetPurchaseAgreementMember

 2024-06-21

 asst: AssetPurchaseAgreementMember

 2024-06-01
 2024-06-21

 2024-06-01
 2024-06-21

 asst: JeffBlueMember

 2024-11-25

 asst: JeffBlueMember

 2024-11-01
 2024-11-25

 asst: PurchasedSoftwareMember

 asst: PurchasedSoftwareMember

 asst: DiscordServerMember

 asst: DiscordServerMember

 asst: RightOfLiteraryWorkEntitledMember

 asst: RightOfLiteraryWorkEntitledMember

 asst: ReverseStockSplitMember

 asst: ReverseStockSplitMember

 asst: ReverseStockSplitMember

 srt: MinimumMember

 srt: MaximumMember

 us-gaap: InvestorMember

 us-gaap: InvestorMember

 us-gaap: InvestorMember

 asst: FirstClosingMember

 asst: SecondClosingMember

 2024-07-29
 2024-07-29

 asst: BousteadSecuritiesLLCMember

 asst: WaiveOfAgreementMember

 asst: WaiveOfAgreementMember

 2022-03-01
 2022-03-31

 asst: TritonPurchaseAgreementMember

 asst: ATMAlternativeDealMember

 asst: RestrictedStockAwardsMember

 us-gaap: FiniteLivedIntangibleAssetsMember

 us-gaap: IPOMember

 asst: TritonPurchaseAgreementMember

 asst: TritonPurchaseAgreementMember

 asst: DirectorsAndOfficersMember

 asst: TritonSharesMember

 2023-06-30

 asst: TritonPurchaseAgreementMember

 2023-06-30

 2024-04-30
 2024-04-30

 2023-08-01
 2023-08-01

 asst: SecondClosingNoticeMember

 2024-04-10

 2024-04-10
 2024-04-10

 asst: SalesAgreementOfCommonStockMember

 2024-09-27
 2024-09-27

 asst: SalesAgreementOfCommonStockMember

 2024-09-27

 asst: RSAMember

 asst: RSAMember

 us-gaap: RestrictedStockUnitsRSUMember

 us-gaap: RestrictedStockUnitsRSUMember

 us-gaap: RestrictedStockUnitsRSUMember

 us-gaap: RestrictedStockUnitsRSUMember

 2022-10-01
 2022-10-31

 2022-06-01
 2022-06-30

 2022-10-31

 2022-06-30

 2024-04-17
 2024-04-17

 2024-04-17

 2024-05-31
 2024-05-31

 2024-07-31
 2024-07-31

 2024-05-31

 2024-07-31

 2023-10-11
 2023-10-11

 2023-10-11

 srt: MinimumMember

 2025-01-21
 2025-01-21

 srt: MaximumMember

 2025-01-21
 2025-01-21

 asst: SalesAgreementMember

 asst: AllianceGlobalPartnersMember

 asst: Segments