ASSTStrive

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

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completion of this offering.

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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.

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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.

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

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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.

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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.

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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.

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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 ↗