ASSTStrive

We have conducted a limited review of your draft registration statement and have the following comment. Please respond to this letter by providing any requested information and by publicly filing your registration statement and non-public draft submission on EDGAR.

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If you do not believe the comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your filed registration statement, we may have additional comments. General Please expand your disclosure of your plan of operations for the next twelve months by describing the source of capital for your acquisition of Bitcoin, including disclosure related to the amount of Bitcoin you intend to purchase with the proceeds from the PIPE Financing and associated warrant exercises as well as through the beta Bitcoin accumulation strategies you discuss on page 195 so that investors understand the estimated size of the Bitcoin treasury. Please also expand your disclosure of how the alpha investing strategies would work, including how acquiring biotech companies trading below NAV at a discount to net cash, purchasing distressed Bitcoin litigation claims at a discount, and buying junior tranches of Bitcoin-backed credit structures "increases exposure and outperformance versus Bitcoin," and the source of capital for such acquisitions or investments. Please clarify whether you intend to acquire and 1. continue the operations of the biotech companies or whether you intend to hold investments in companies with Bitcoin treasuries. Disclose an estimated timeline of the building of your Bitcoin treasury for the next twelve months and the implementation of your alpha investing strategies, including an estimate of the cost of each step, the sources of capital of each step, and the challenges you may face. Further, provide applicable risk factor disclosure addressing the risks you may face in deploying your strategy.

In response to the Staff’s comment, the

Company has revised its disclosure on pages 142, 143, 145, 232, 233, and 234 of the Registration Statement.

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1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

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Should any questions arise, please do not hesitate to contact me at (202) 869-0888 (ext. 100) or lou@bevilacquapllc.com, or Joseph J. Kaufman at (202) 869-0888 (ext. 113) or Joseph@bevilacquapllc.com. Read in the reply ↗

We note that you are registering the resale of 7,594,521 of the shares of Class B Common Stock issuable upon the conversion of a variable amount of the 165 Series A Preferred Stock issued to Ionic Ventures, LLC in connection with a securities purchase agreement dated May 24, 2024, and that it represents the first of two expected transactions.

Rest of the question

Given the size and nature of the resale offering relative to the outstanding shares of common stock held by non-affiliates, it appears that this transaction may be an indirect primary offering by or on behalf of the company. Please provide us with your detailed legal analysis as to why the transaction covered by the registration statement should be regarded as a secondary offering that is eligible to be made on a delayed or continuous basis under Rule 415(a)(1)(i) of the Securities Act rather than a primary offering in which the selling shareholder is acting as an underwriter selling on your behalf. For guidance, please refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

In response to the Staff’s comment, we have reduced the number of shares of the Company’s Class B Common Stock, $0.0001 par value per share (“Class B Common Stock”), being registered for resale to 1,934,469 shares of Class B Common Stock, representing approximately one-third of the outstanding shares of common stock, $0.0001 par value per share, of the Company which are held by non-affiliates.

***

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG.2

If you would like to discuss our response to the

Staff’s comment or any other matters related to the Registration Statement,

Rest of the answer

please contact Louis A. Bevilacqua at 202-869-0888 (ext.

100).

Read in the reply ↗

We note your response to prior comment 1 and the reduction in the size of the offering relative to the number of shares outstanding and the addition of a reverse stock split feature when any Series A preferred shares are outstanding. Please provide us with a detailed legal analysis regarding why this should not be considered a primary offering with Ionic Ventures LLC ("Ionic") acting as an underwriter.

Rest of the question

As part of your analysis, consider the length of time the shares have been held by Ionic, the ongoing nature of the Securities Purchase Agreement and sale of Series A preferred stock to Ionic, the business of Ionic Ventures, the circumstances under which Ionic acquired or will acquire the Series A preferred shares, and when viewed in light of all the facts and circumstances, whether Ionic is acting as a conduit for Asset Entities. Refer to Securities Act Rules Compliance and Disclosure Interpretations 612.09.

For the reasons set forth below, the Company respectfully submits that the offering contemplated by the Registration Statement is a valid secondary offering by or on behalf of Ionic Ventures, LLC, a California limited liability company (“Ionic”), of shares of

Class B Common Stock that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended (the “Securities Act”).

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG.

Rest of the answer

2

As requested in the Staff’s comment, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance and Disclosure

Interpretations, Question 612.09 (“Interpretation 612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary offering. Interpretation 612.19 states:

It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling on behalf of an issuer.

Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements.

In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Based on the Company’s consideration of the totality of the facts and circumstances of the transaction and each of the factors enumerated in Interpretation 612.09, the Company believes that the shares of Class B Common Stock that the Company is proposing to register for resale by Ionic (the “Shares”) are eligible for registration on a delayed or continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act.

Factor 1: How long Ionic has held the securities.

The Company notes that there is no mandatory holding period for the registration for resale on a continuous basis of securities issuable upon conversion of convertible securities issued in a private-investment, public-equity transaction (“PIPE”) transaction. As noted by the Staff in Securities Act Sections

Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”), a valid secondary offering may occur immediately following the closing of a private placement. Interpretation 139.11 provides in relevant part as follows:

In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt sale of the securities

(or in the case of convertible securities, of the convertible security itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement. The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock. There can be no conditions to closing that are within an investor’s control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company’s securities or the investor’s satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.

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The Company believes this concept conforms to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration statement is required to be filed shortly post-closing and declared effective shortly after filing. The Company is not aware that the Staff has taken a position that the period of time elapsing between a closing and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and the Company believes such a position would be inconsistent with Interpretation 139.11 set forth above, which allows inclusion of the securities sold after a registration statement is filed if the registration statement is not yet effective. If inclusion for resale of the securities sold after a registration statement is filed if the registration statement is not yet effective is allowed in a secondary offering, then, a fortiori, inclusion of the securities sold before a registration statement is filed, regardless of the holding period, may be allowed.

The Shares being registered for resale will be issuable upon conversion of a variable amount of the 165 shares (the “Series A Shares” and together with the Shares, the “Securities”) of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), all of which were issued to Ionic in a private placement on May 24, 2024 (the “May 2024 Private Placement”). The issuance was made in a bona fide private placement exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Ionic paid the full purchase price for the Series A Shares in cash upon acquisition, such purchase price was set and not based on a fluctuating market price or ratio, and Ionic has been subject to the full economic and market risks of its entire investment since the date of the acquisition of the Series A Shares. Ionic acquired the Series A Shares with no assurance that a liquid market would be available in which the Shares could be sold.

The discussion above supports the conclusion that the offering pursuant to the Registration Statement is a valid secondary offering.

Factor 2: The circumstances under which Ionic received the securities.

The Series A Shares were issued to Ionic in the May 2024 Private Placement, an arm’s-length private placement transaction, pursuant to an exemption from registration under

Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The May 2024 Private Placement was conducted pursuant to the Securities Purchase Agreement, dated as of May 24, 2024, between the Company and Ionic

(as amended, the “Securities Purchase Agreement”), as amended by the First Amendment to Securities Purchase Agreement, dated as of June 13, 2024 (the “Securities Purchase Agreement

Amendment”). Ionic was introduced to the Company by, solicited to make an investment with the Company by, and worked with

Boustead Securities, LLC (“Boustead”), a registered broker-dealer and member firm of the Financial Industry Regulatory Authority,

Inc. (“FINRA”), acting on behalf of the Company pursuant to the Company’s engagement letter agreement with Boustead, dated November 29, 2021 (the “Boustead Engagement Letter”). As provided by the Boustead Engagement Letter, Boustead has exclusive rights to act as the Company’s financial advisor and placement agent with respect to any financing transaction, including the May

2024 Private Placement.

In the Securities Purchase Agreement, Ionic made certain representations to the Company, including that (i) Ionic was an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated thereunder; (ii) Ionic was acquiring the

Series A Shares and, upon conversion of the Series A Shares, will acquire the Shares issuable upon conversion thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the Securities Act; (iii) Ionic understood that the

Series A Shares were offered and sold to it and the Shares are being offered to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company was relying in part upon the truth and accuracy of, and Ionic’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Ionic set forth therein in order to determine the availability of such exemptions and the eligibility of Ionic to acquire the Securities; and (iv) Ionic had sought such accounting, legal and tax advice as it had considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Company is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that Ionic has any plan to act in concert with a third party to effect a distribution of the Shares. Moreover, pursuant to the Securities Purchase Agreement, Ionic agreed that the Securities may only be disposed of in compliance with state and federal securities laws.

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Pursuant to the Securities Purchase

Agreement, the Company was required to enter into the Registration Rights Agreement, dated as of

May 24, 2024, between the Company and Ionic (the “Registration Rights Agreement”). The Registration Statement is being filed by the Company to comply with its obligations under the Registration Rights Agreement. The Company did not enter into the Registration

Rights Agreement for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions or fees to Ionic and will not receive proceeds from the resale of the Shares by Ionic.

In addition, the Company is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement is declared effective. Under the SEC’s rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any evidence that would indicate that any special selling efforts or selling methods (such as road shows or other actions to condition the market for the Company’s Common Stock, $0.0001 par value per share (“common stock”)), by or on behalf of Ionic that have occurred or will occur if the Registration Statement is declared effective.

Further, Ionic is not acting on the

Company’s behalf with respect to the registration of the Shares for resale under the Registration Statement and, other than Ionic’s registration rights, the Company has no contractual or other relationship with Ionic that would govern either (a) the timing, nature, and amount of resales of the Shares; or (b) whether the Shares are ever resold under the Registration Statement. The existence of registration rights is not, in and of themselves, evidence of an intent on the part of Ionic to sell its Shares, much less to sell or distribute the securities on behalf of the Company. The Company also notes that there are many reasons, other than to effect an immediate resale, why investors may prefer securities to be registered, which may include that an issuer’s decision to not register its shares may limit the market value of investors’ shares due to their restricted status and prevent investors from taking advantage of market opportunities or from liquidating their investments if, for example, the investors’ convictions in their original investment decision had waned.

Additionally, Ionic is also at market risk with respect to purchase of the Series A Shares. As discussed in Interpretation 139.11, whether a private placement has been completed, and the investor is at market risk, in a PIPE transaction involving convertible securities (such as the May 2024 Private Placement as to the Series A Shares), is determined by reference to the purchase of the convertible security, rather than by reference to the underlying security. Interpretation 139.11 specifically addressed the purchase of convertible securities that converted into common stock at a price

“based on the company’s common stock trading price at the time of conversion,” and the registration for resale of the shares underlying the convertible securities. Therefore, the conversion of the Series A Shares at the Alternate Conversion Price (as defined in the Certificate of Designation (as defined below)), which is based in part on the market price of the Class B Common Stock at the time of conversion, is not at issue. As noted above, Ionic paid the full purchase price for the Series A Shares in cash upon acquisition, such purchase price was set and not based on a fluctuating market price or ratio, and Ionic has been subject to the full economic and market risks of its entire investment since the date of the acquisition of the Series A Shares.

Therefore, the circumstances under which

Ionic received the Series A Shares support the conclusion that the offering pursuant to the Registration Statement is a valid secondary offering.

Factor 3: Ionic’s relationship with the

Company.

Under the rules of The Nasdaq Stock

Market LLC (“Nasdaq”), to which the Company is subject, an issuer may issue only up to 19.99% of the outstanding common stock

(or securities convertible into or exercisable for common stock) prior to receiving stockholder approval, and an additional amount if and when stockholder approval is obtained (such vote to be scheduled after the closing of the first step). The amount of time required to obtain stockholder approval of a transaction, including preparation and possible SEC review of the proxy or information statement and the notice period required by state law, is typically prohibitive for most substantial private placements. Furthermore, the issuer may have an immediate need for cash. Private placements in such circumstances are therefore often expedited by structuring the transaction in two steps.

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Based on the above considerations, the

Securities Purchase Agreement provided for such a two-step transaction. Pursuant to the Securities Purchase Agreement, upon the satisfaction or waiver of certain conditions, including the effectiveness of stockholder approval of the transactions contemplated by the Securities

Purchase Agreement and the effectiveness of the Registration Statement, Ionic will be required to purchase an additional 165 shares of

Series A Preferred Stock. The Company will be required to comply with the registration requirements relating to the shares of Class B

Common Stock underlying these securities pursuant to the Registration Rights Agreement. These are customary aspects of a two-step transaction in recognition of the Company’s immediate cash needs.

As noted by the Staff, pursuant to the

Securities Purchase Agreement Amendment, 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 (on a post-Reverse Stock

Split basis) for a period of ten consecutive trading days, then the Company will be required to 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 (on a post-Reverse Stock Split basis) by the lowest closing price of the Class B Common Stock during such ten-trading day period. This requirement does not indicate any underwriting arrangement between the Company and Ionic. Ionic requested this provision in connection with the Company’s request that Ionic approve the filing of the Certificate of Amendment to Designation filed with the Secretary of State of the State of Nevada on June 14,

2024 amending the Certificate of Designation of Series A Convertible Preferred Stock of the Company filed with the Secretary of State of the State of Nevada on May 24, 2024 (as amended, the “Certificate of Designation”), which caused the Floor Price (as defined in the Certificate of Designation) to become permanent in accordance with the interpretations of the rules of Nasdaq by the staff of Nasdaq.

Other than the above conditions, the

Company’s ongoing obligations to Ionic under the Securities Purchase Agreement generally relate to customary covenants in a private placement by a small public company such as the Company, including compliance with SEC reporting and disclosure requirements, maintenance of the listing of the Class B Common Stock, and restrictions relating to matters such as use of proceeds, additional sales of securities, disclosure of material nonpublic information, and issuing of cash dividends.

Ionic was not provided with any substantial control over the Company’s business pursuant to the Securities Purchase Agreement. Likewise, the Securities Purchase Agreement provides that Ionic is acting solely in the capacity of an arm’s length purchaser, and that Ionic is not acting as a financial advisor or fiduciary of the Company. The Securities Purchase Agreement further provides that Ionic has not agreed to desist from effecting any transactions in or with respect to any securities of the Company, including purchasing, selling, hedging, or pledging the Company’s securities, and transactions involving derivatives based on securities issued by the Company, or any ongoing obligations to the Company other than with respect to certain restrictions on short sales and on total sales under a customary leak-out provision, and as such may engage in such activities independently and without the Company’s knowledge or control.

As noted above, Ionic is not acting on the Company’s behalf with respect to the registration of the Shares for resale under the Registration Statement and, other than

Ionic’s registration rights, the Company has no contractual or other relationship with Ionic that would govern either (a) the timing, nature, and amount of resales of the Shares; or (b) whether the Shares are ever resold under the Registration Statement. The existence of registration rights is not, in and of themselves, evidence of an intent on the part of Ionic to sell its Shares, much less to sell or distribute the securities on behalf of the Company.

Ionic has not had any other material relationship with the Company in the past three years. Ionic is not an officer, director, affiliate, or beneficial owner of more than

4.99% of any class of the Company’s common stock. As noted above, Ionic was introduced to the Company by, solicited to make an investment with the Company by, and worked through Boustead, acting on behalf of the Company, pursuant to the Boustead Engagement Letter, and Boustead, not Ionic, has exclusive rights to act as the Company’s financial advisor and placement agent with respect to financings such as the May 2024 Private Placement.

In addition, pursuant to the terms of the Series A Shares, Ionic does not have the right to convert any portion of the Series A Shares, to the extent that, after giving effect to such conversion, Ionic (together with certain related parties) would beneficially own in excess of 4.99% of the shares of Class B Common

Stock outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). The Beneficial

Ownership Limitation limits the influence of Ionic over the management and policies of the Company.

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As a result, this factor weighs favorably in the Company’s determination that the offering for resale of the Shares by Ionic is a secondary offering and not a primary offering.

4: The amount of shares being registered.

As of July 8, 2024, the Company had

1,559,595 (on a post-Reverse Stock Split basis) shares of Class B Common Stock outstanding, of which 1,250,082 (on a post-Reverse Stock Split basis) shares were held by persons other than affiliates of the Company. After consultation with Ionic, the Company has amended the Registration Statement to reduce the number of Shares being registered for resale to 416,694 (on a post-Reverse Stock Split basis) shares of Class B Common Stock, which would represent approximately 33% of the Company’s outstanding shares of common stock held by non-affiliates, if issued as of the date hereof. None of the Shares being registered for resale are currently outstanding, nor are they included in the amount outstanding.

In the context of convertible securities that have the potential for a significant dilutive effect on existing stockholders, the Staff has expressed concerns that a registered resale transaction involving more than one-third of the issuer’s outstanding shares held by non-affiliates may constitute a primary offering on behalf of the issuer. If all of the shares being registered here were sold, the shares would only represent 33% of the outstanding shares held by non-affiliates. Therefore, the Company respectfully asserts that the size of this offering does not involve such a significantly high volume of shares of common stock that would exceed the standard used by the Staff or market norms.

In light of these circumstances, we submit that the number of shares being registered for resale should not restrict the Company’s ability to use Rule 415(a)(1)(i) of the Securities Act for this offering.

Factor 5: Whether Ionic is in the business of underwriting securities.

Ionic is a private investment fund.

We have been advised that Ionic is not a registered broker-dealer or an affiliate of a broker-dealer as defined in Section 3(a)(4)(A) and Section 3(a)(5)(A) of the Securities Exchange Act of 1934, as amended, and is not in the business of underwriting securities. As noted above, Ionic was introduced to the Company by, solicited to make an investment with the Company by, and worked through Boustead, acting on behalf of the Company, pursuant to the Boustead Engagement Letter, and Boustead, not Ionic, has exclusive rights to act as the Company’s financial advisor and placement agent with respect to financings such as the May 2024 Private Placement.

Therefore, this factor also weighs favorably in the Company’s determination that the offering for resale of the Shares is a secondary offering and not a primary offering.

Factor 6: Whether under all the circumstance it appears that Ionic is acting as a conduit for the Company.

Based on the foregoing analysis and the totality of the facts and circumstances, the Company believes that the facts support the conclusion that Ionic is acting on its own behalf, and is motivated by its own self-interests, and is not acting as a conduit for the Company in connection with the offering of the Shares being registered under the Registration Statement.

The private placement sale of the Series

A Shares and registration of the resale of the underlying Shares together comprise a typical PIPE transaction consistent with published

Staff interpretations, in that the sale of the Series A Shares has been completed (resulting in Ionic being at market risk with respect thereto), and the Company is obligated under the Registration Rights Agreement to register the Shares for resale within a short time period after the closing.

The Registration Statement is filed by the Company to comply with its obligations under the Registration Rights Agreement. The Company does not have an underwriting relationship with Ionic, and Ionic is not acting on behalf of the Company with respect to the Shares being registered for resale under the Registration

Statement. Ionic has represented that it has acquired the Series A Shares, and will acquire the Shares, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

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Other than the investment terms and conditions and limited covenants provided for under the Securities Purchase Agreement, the Company does not have any material relationship with Ionic. Ionic is not acting as a financial advisor or fiduciary of the Company and, subject to limited restrictions under the Securities

Purchase Agreement, may engage in trading in the Company’s securities independently and without the Company’s knowledge or control. The Company has been advised that Ionic is not in the business of underwriting securities. As noted above, Ionic was introduced to the Company by, solicited to make an investment with the Company by, and worked through Boustead, a FINRA member firm acting on behalf of the Company, pursuant to the Boustead Engagement Letter, and Boustead, not Ionic, has exclusive rights to act as the Company’s

Ionic personally bears the economic risks and rewards of being a stockholder and will continue to do so until a time when it sells its securities. The Company will not benefit when or if Ionic sells the Shares. Since the time of purchase, Ionic has borne the full economic risk of ownership of the Series A Shares, and likely will continue to do so for a significant period of time given the historically low trading volume and price volatility of our common stock.

For all of the reasons set forth above, the Company respectfully submits to the Staff that the proposed resale of the Shares by Ionic, as contemplated by the Registration Statement, should appropriately be classified as a valid secondary offering and not a primary offering, and, accordingly, we can rely on Rule 415(A)(1)(i) of the Securities Act for the offering of the Shares.

Should the Staff disagree with the foregoing conclusion, the Company would welcome and appreciate guidance regarding suggested modifications to the nature or size of the offering in order to proceed as a secondary offering under Rule 415 of the Securities Act.

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PG. 8

If you would like to discuss our response to the

Staff’s comment or any other matters related to the Registration Statement, please contact Louis A. Bevilacqua at 202-869-0888 (ext.

100).

Read in the reply ↗

Please revise your disclosure to provide clear and consistent disclosure regarding why 30,800 shares of Class B Common Stock are issuable to the selling stockholder. In this regard, your disclosure on the cover indicates that the shares are issuable "in connection with the transactions contemplated by the Ionic Purchase Agreement," which does not appear to be consistent with your disclosure on page 5 which indicates

Rest of the question

that the shares are issuable in connection with "the Underwriting Agreement between the Company and Boustead, as representative of the underwriters of our initial public offering." In addition, if the shares are issuable in connection with the Ionic Purchase Agreement, please explain the relationship between Ionic Ventures, Sutter Securities, Boustead Securities, and Michael R. Jacks such that the Ionic Purchase Agreement would result in shares being issued to and sold by Michael R. Jacks.

In response to the Staff’s comment, we have revised the Registration Statement to provide clearer and more consistent disclosure that 30,800 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company (the

“Warrant Shares”), are issuable upon exercise of a warrant (the “July 2024 Assignee Warrant”) that was issued as of July 29, 2024 to Michael R. Jacks (the “Warrant Assignee”), a selling stockholder.

Rest of the answer

As disclosed in the Registration

Statement, as amended, the July 2024 Assignee Warrant was issued pursuant to an Assignment and Assumption Agreement, dated as of July

30, 2024, among Boustead Securities, LLC, a registered broker-dealer (“Boustead”), Sutter Securities, Inc., a registered broker-dealer and an affiliate of Boustead (“Sutter”), and the Company, providing for the assignment by Boustead to Sutter of all of the rights to a warrant issued to Boustead on July 29, 2024 pursuant to certain contractual obligations described below (the “July 2024

Tail Warrant”), and an Assignment and Assumption Agreement, dated as of July 30, 2024, among Sutter, the Warrant Assignee, Boustead, and the Company, providing for the assignment by Sutter to the Warrant Assignee, a registered representative of Sutter, to all of the rights to the July 2024 Tail Warrant (both assignments collectively, the “Warrant Assignment”). Upon the issuance of the July

2024 Assignee Warrant, the July 2024 Tail Warrant was cancelled.

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

PG. 2

The July 2024 Tail Warrant was required to be issued to Boustead pursuant to the ongoing compensation obligations of the Company to Boustead under the engagement letter agreement, dated November 29, 2021, between the Company and Boustead (the “Boustead Engagement Letter”), and the Underwriting Agreement, dated February 2, 2023, between the Company and Boustead, as representative of the underwriters of the Company’s initial public offering (the “Underwriting Agreement”). The Boustead Engagement Letter provides in relevant part that 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, if the Company sells securities in an investment transaction, the Company must compensate Boustead with a cash fee equal to seven percent (7%) of gross proceeds, a non-accountable expense allowance equal to one percent (1%) of gross proceeds, and warrants that may be exercised to purchase an amount of shares that is equal to seven percent (7%) of the shares issued or underlying the securities issued in the investment transaction. Pursuant to the Underwriting Agreement, all terms and conditions of the Boustead Engagement Letter that are not subject to the terms and conditions of the Underwriting Agreement, including the ongoing compensation terms under the Boustead

Engagement Letter, remain in full force and effect.

Pursuant to such requirements, on July

29, 2024, the date of the second closing (the “Second Closing”) under the Securities Purchase Agreement, dated as of May 24,

2024, between the Company and Ionic Ventures, LLC, a California limited liability company (“Ionic”), as amended by the First

Amendment to Securities Purchase Agreement, dated as of June 13, 2024, between the Company and Ionic, the Company issued the July 2024

Tail Warrant to Boustead for the purchase of the number of shares of Class B Common Stock that was 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 Convertible Preferred Stock, $0.0001 par value per share, sold at the Second Closing at the initial conversion price of $3.75 per share.

There is no relationship between the

Company and Sutter or the Warrant Assignee other than in respect of the Warrant Assignment and the July 2024 Assignee Warrant.

There is no relationship between Ionic, and Sutter, Boustead, or the Warrant Assignee.

***

PG. 3

If you would like to discuss our response to the Staff’s comment or any other matters related to the Registration Statement, please contact Louis A. Bevilacqua at 202-869-0888

(ext. 100).

Read in the reply ↗

You disclose that you "may be considered a "controlled company" . . . after consummation of this offering." Please revise your cover page and your risk factor disclosure on page 23 to clarify that you will be a "controlled company." Additionally, please revise the cover page to identify your controlling shareholder and to disclose the percentage of your total voting power this shareholder will control following the

Rest of the question

completion of this offering.

No reply letter found.

You state that you have not independently verified third-party information, nor have you ascertained the underlying economic assumptions relied upon in those sources. Please note that you are responsible for the entire contents of the offering statement.

Rest of the question

As this statement may imply an inappropriate disclaimer of responsibility with respect to the third-party information, please either delete this statement or specifically state that you are liable for such information.

No reply letter found.

Please revise the prospectus summary to describe your dual class structure. Risk Factors, page 9

No reply letter found.

Please revise to disclose any material risks resulting from your business operations related to the blockchain, crypto, and NFT industries. For example, if the volatility of these industries may have material impacts on your business, please discuss this.

No reply letter found.

Please add a risk factor discussing any risks related to your dual class capital structure, such as the risks that your dual class structure may render your shares ineligible for inclusion in certain stock market indices, and thus adversely affect share price and liquidity.

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We note that your revenue depends on your number of subscribers. Please revise to include your number of active subscribers as of the end of each period presented in your financial statements.

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Please revise to include a diagram depicting your organizational structure following the completion of this offering. Include on this diagram both your controlling shareholder and, as a group, the public shareholders that will receive shares in this offering. Ensure the diagram depicts the Class A and Class B holdings of these shareholders.

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We note your discussion of your Social Influencer Network, your team of social influencer independent contractors. Please tell us whether any individual influencer accounted for a material portion of your expenses.

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On page F-11, you disclose that the Company paid management fees to its controlling members totaling $535,127 during the fiscal year ended December 31, 2021. Please revise your related party section to describe these transactions or advise. Consider Item 404 of Regulation S-K.

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Please revise this section to also disclose the voting rights of both your Class A and Class B common stock. Additionally, revise the principal shareholder table to include columns that reflect the percentage of preand post- offering total voting power held by each person or entity by combining the number of votes they are entitled to from their holdings of all classes of voting stock. Exhibits

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Please file any material lease under which a part of the property described in the registration statement is held by the registrant. See Item 601(b)(10) of Regulation S-K. General

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Please supplementally provide your detailed legal analysis supporting your conclusion that you are not an “investment adviser” as defined under the Investment Advisers Act of 1940 (the “Advisers Act”). In your response, please address each of the three prongs of the “investment adviser” definition in Section 202(a)(11) of the Advisers Act and identify the factual and legal basis for your position on each of these

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three prongs, including citations to any applicable law, regulation or other precedent. When addressing the “compensation” prong of the “investment adviser” definition, please also provide additional information about how exactly the Company intends to be compensated for its “education and entertainment services.” If you believe that you qualify for any exclusions or exemptions from “investment adviser” status, please identify those exclusions or exemptions and provide detailed support for your position.

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Please describe whether your team of “social influencer independent contractors” will be permitted to provide investment advice or commentary as part of the services they provide to the Company or through their use of the Company’s various servers and platforms.

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If so, please also provide detailed analysis of whether your team of “social influencer independent contractors” may be considered to be “investment advisers” under the Advisers Act or applicable state law. If you believe these “social influencer independent contractors” may potentially be “investment advisers” under such laws, please discuss whether you believe that you would have any potential liability under Section 203(e)(6) of the Advisers Act (and parallel provisions of applicable state law) for the failure of any such “social influencer independent contractors” to register as “investment advisers.”

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Please describe the nature of interactions between, on the one hand, your personnel and your “social influencer independent contractors” and, on the other, the public users of the company’s Discord servers or other social media platforms.

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In your response, please describe whether communications made by your personnel and your “social influencer independent contractors” are tailored, individualized, or otherwise attuned to any public user’s particular needs or investment goals.

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Describe the content of the “commentary on securities trading” or “any investment guidance” provided by the company, its personnel and the “social influencer independent contractors.” In your response, please address the inclusion on social media of any analyses of specific securities.

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We note, in this regard, the apparent inclusion on YouTube, and potentially other platforms, of the company’s analysis of, for example, specific “growth stocks.” Please reconcile with the company’s assertion on page 17 that the company does not “advise as to the value of any specific securities or categories of securities or market trends; issue analyses or reports concerning specific securities or categories of securities; advise on the advantages of investing in securities instead of other types of investments; or issue lists of securities from which users or others can choose.”

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Please provide us with supplemental copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, have presented or expect to present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those communications.

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In response to prior comment 6, you revised page 29 to disclose your number of paying subscribers during each financial period included in your financial statements. In your summary, you disclose your number of members as of June 2022. Please revise your summary to also disclose your number paying subscribers during the most recent financial period and provide your definitions of paying subscribers and members.

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Disclosure added in response to prior comment 3 states that your Class A common stock is entitled to 10 votes per share while your Class B common stock is entitled to 1 vote per share. Please revise to disclose, if true, that the difference in voting rights is the only difference between these classes of common stock.

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If there are other differences between these classes of common stock, such as differences in conversion rights or economic rights, please revise to disclose these differences here and in your Description of Securities section.

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We note your response to prior comment 9. Please tell us whether there are any management or other material agreements in place between Asset Entities Holdings, LLC and Asset Entities Inc., and if so, please file any such agreement. General

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We note your responses to prior comments 12-15. As an important threshold matter, please note that the provision of disclaimers to users, in and of itself, does not necessarily impact whether, as a legal matter, the company is providing advice to others or issuing reports or analyses regarding securities.

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Accordingly, and based on the information you have provided, it appears that the company meets the general definition of an investment adviser in Section 202(a)(11) of the Investment Advisers Act of 1940 (the “Advisers Act”). The company does appear to be providing advice to others or issuing reports or analyses regarding securities, including in the form of analyses of stocks. The company also appears to be in this business because, for example, the provision of advice, reports, and/or analysis appears to be the company’s primary and ongoing activities, and the company does appear to receive compensation in the form of, for example, subscription fees. As a result, it appears that the company must be eligible for an exclusion from the general definition in Section 202(a)(11) in order to avoid incurring a registration obligation under the Advisers Act and potentially under relevant state laws. Please note that the risk factor disclosure on this point at page 17 (and any other location in the registration statement) will therefore need to be revised.

No reply letter found.

With respect the company’s position that it is entitled to rely on the “publisher’s exclusion” under Section 202(a)(11)(D) of the Advisers Act, and given the comment above on the use of disclaimers, please: • Describe in additional detail the information produced in response to (i) comments or requests of users, including responses to questions in chat or other social media interactions on Discord or other platforms

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and (ii) “responses to requests for illustrative examples of securities analysis.” • Describe in additional detail what is meant by, and included within, the company’s provision of “custom indicators” to its users. • Describe in additional detail whether and how the company modifies or tailors its services after “learn[ing] how the company’s education and entertainment services can meet a member’s goals,” including whether and how the company produces information or other content that addresses the user’s requests or goals. • Clarify whether the information described in the above three bullet points is provided by company personnel or the company’s independent contractors, and whether this information is provided on Discord or another platform. • Address why you believe that responses to requests or comments from users (i) are of a “general and impersonal” nature that is not individualized advice tailored to the user’s particular investment objectives, and (ii) are published in general and regular circulation and on a routine or periodic basis, in light of their apparent timing in response to user requests.

No reply letter found.

We note that your revenues decreased 55.9% from $181,041 for the three months ended June 30, 2021 to $72,664 for the three months ended June 30, 2022 and that this decrease was primarily due to a decrease in subscription revenue. Please revise to further explain the reasons for this decrease.

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For example, please disclose your number of paying subscribers for each of these periods and clarify whether there have been any changes to the prices of your subscription offerings.

We have revised the disclosure to further explain the reasons for the decrease in revenues for the three months ended June

30, 2022 compared to the three months ended June 30, 2021, including the number of paying subscribers for each of these periods, and clarified that there were no material changes to the Company’s subscription fees structure between these periods. Read in the reply ↗

We note your responses to prior comments 4 and 5. We continue to believe that, based on the information provided, the services provided by the company may cause the company to meet the definition of “investment adviser” in the Investment Advisers Act of 1940 (the "Advisers Act").

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In particular, we believe that certain of the content on the company’s Discord servers, such as trading diaries posted by company personnel, and other content available on its social media, may constitute investment advice. We also reiterate that, in general, disclaimers do not change the character of the advice provided for Advisers Act purposes. Accordingly, please revise statements in the registration statement that such content is not investment advice and that the company is not an “investment adviser” (see, e.g., page 11 and page 17). Please also consider making corresponding changes to the disclaimers and disclosures on the company’s Discord servers and elsewhere.

We have revised or removed all statements in the Registration Statement that the services and content provided by the Company is not investment advice and that the

Company is not an “investment adviser” under the Advisers Act. We have made corresponding changes to the disclaimers and disclosures on the Company’s Discord and other social media platforms. Read in the reply ↗

We acknowledge the company’s position that the company may be able to rely on the “publisher’s exclusion” contained in the Advisers Act. Please note that whether the company can rely on such exclusion will be a facts-and-circumstances analysis.

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This analysis – as well as the determination of whether the company is an “investment adviser” – will be informed not only by the content and services available to paid subscribers on the company’s Discord servers, but also on the content and services available to free subscribers on such servers, as well as information and services provided on social media and elsewhere, in each case whether by the company itself or by its agents.

We acknowledge the Staff’s comment, and have revised the Registration Statement accordingly. Read in the reply ↗

Please revise the risk factors on page 17, and elsewhere, as follows: • Please refer to the possibility of registration as an investment adviser in one or more states, and not solely the SEC. • Please revise references to investment adviser registration as being “burdensome” and, instead, describe, in as much detail as is appropriate, how such registration may impact the company’s operations or business model.

We have revised the

Registration Statement as requested by the Staff.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis

A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100). Read in the reply ↗

We note that you have added a secondary component to this registration statement. Please ensure you have paid the appropriate filing fees for this component of the offering and provide a revised filing fee exhibit.

We have filed a revised filing fee table as Exhibit 107 to the Registration Statement, and paid the appropriate filing fees for this component. Read in the reply ↗

We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public floats.

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Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.

We have revised the

Registration Statement as requested by the Staff.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis

A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100). Read in the reply ↗

Please provide your calculation of pro forma as-adjusted net tangible book value per share of common stock after this offering and historical net tangible book value per share of common stock as of September 30, 2022. Tell us why you have not included Class A shares of common stock in your dilution calculations.

In response to the Staff’s comment, we have revised the Registration Statement to include the Class A Common Stock

(as defined in the Registration Statement) in the information reflected in the first table of the “Dilution” section and related disclosure. In addition, attached hereto as Exhibit A is the revised calculation of the Company’s pro forma as-adjusted net tangible book value per share of common stock after this offering and historical net tangible book value per share of common stock as of September 30, 2022.

If you would like to discuss any of the responses to the Staff’s

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comments or if you would like to discuss any other matters, please contact the undersigned at (860) 912-9966 or Louis

A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

Read in the reply ↗