| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
ASSET ENTITIES INC. (Name of Issuer) |
Class B Common Stock, $0.0001 par value per share (Title of Class of Securities) |
04541A204 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Asset Entities Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization TEXAS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,250,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
For Box 6, 8 and 9: Reflects (i) 1,000,000 shares of class B common stock, $0.0001 par value per share ("Class B Common Stock"), of Asset Entities Inc., a Nevada corporation (the "Issuer"), issuable upon conversion of 1,000,000 shares of class A common stock, $0.0001 par value per share ("Class A Common Stock"), of the Issuer, held directly by Asset Entities Holdings, LLC, a Texas limited liability company ("Asset Entities Holdings"), and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person (as defined below) into Class B Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Arman Sarkhani | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,281,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Arshia Sarkhani | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,289,921.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Jackson Fairbanks | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,281,734.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Kyle Fairbanks | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,286,667.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Matthew Krueger | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,281,400.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| CUSIP No. | 04541A204 |
| 1 | Names of Reporting Persons Michael Gaubert | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,300,567.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 12.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
For Box 5 and 6: The holders of Class A Common Stock are entitled to ten (10) votes for each share of Class A Common Stock held of record, and the holders of Class B Common Stock are entitled to one (1) vote for each share of Class B Common Stock held of record, on all matters submitted to a vote of the stockholders. The amount of voting power reflects the assumed prior conversion of the Class A Common Stock beneficially owned by this Reporting Person into Class B Common Stock.
For Box 6 and 8: Reflects (i) 1,000,000 shares of Class B Common Stock issuable upon conversion of 1,000,000 shares of Class A Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own, and (ii) 250,000 shares of Class B Common Stock held directly by Asset Entities Holdings, which this Reporting Person is deemed to beneficially own. The Class A Common Stock will convert on a one-to-one basis into Class B Common Stock (i) at the option of the holder or (ii) automatically upon the transfer of the Class A Common Stock, except upon transfer to another holder of Class A Common Stock.
For Box 11: The denominator of the fraction from which this percentage is calculated is 10,060,965 shares of Class B Common Stock, which consists of (i) 9,060,965 shares of Class B Common Stock outstanding as of December 31, 2024, and (ii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock beneficially owned by this Reporting Person. The numerator of the fraction from which the percentage is calculated is 1,250,000 shares of Class B Common Stock, which consists of (i) the number of shares of Class B Common Stock that were beneficially owned as set forth on Rows (5) and (7) of the cover page for this Reporting Person, (ii) the 250,000 shares of Class B Common Stock that were beneficially owned by this Reporting Person, and (iii) the 1,000,000 shares of Class B Common Stock issuable upon conversion of the Class A Common Stock that were beneficially owned by this Reporting Person.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: ASSET ENTITIES INC. | |
| (b) | Address of issuer's principal executive
offices: 100 Crescent Ct, 7th Floor, Dallas, TX 75201 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is being jointly filed by Asset Entities Holdings, Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert (each, a "Reporting Person"). | |
| (b) | Address or principal business office or, if
none, residence: The address of the principal business office of each Reporting Person is 100 Crescent Ct, 7th Floor, Dallas, TX 75201. | |
| (c) | Citizenship: Asset Entities Holdings is a Texas limited liability company. Arman Sarkhani, Arshia Sarkhani, Jackson Fairbanks, Kyle Fairbanks, Matthew Krueger, and Michael Gaubert are citizens of the United States. | |
| (d) | Title of class of securities: Class B Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 04541A204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See Row 9 of the cover page for each Reporting Person. | |
| (b) | Percent of class: See Row 11 of the cover page for each Reporting Person. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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