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UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL
The following unaudited pro forma combined consolidated
financial information was prepared using the acquisition method of accounting under GAAP, and gives effect to the transaction between
Strive, Inc. ("Strive") and Semler Scientific, Inc. ("Semler Scientific", and such transaction, the
"Semler Merger") to be accounted for as a business combination, with Strive being deemed the acquiring company for accounting
Strive was determined to be the accounting acquirer
based upon the terms of the Semler Merger Agreement, as defined below, and other factors including, assuming the Semler Merger is consummated:
(i) Strive's existing stockholders are expected to have the greatest voting interest in the combined entity following consummation
of the Semler Merger; (ii) the largest individual stockholder of the combined entity is expected to be an existing stockholder of
Strive; (iii) directors of Strive are expected to hold a majority of board seats of the combined company; and (iv) Strive's
senior management is expected to control the strategic direction of Strive following consummation of the Semler Merger.
The following unaudited pro forma combined consolidated
financial statements are based on the historical financial statements of Strive, Inc. and Semler Scientific, Inc., as adjusted
to give effect to Strive's acquisition of Semler Scientific, Inc. and certain related transactions.
On May 6, 2025, Strive Enterprises, Inc.
("SEI") entered into that certain Agreement and Plan of Merger, dated as of May 6, 2025, as amended by that certain Amended
and Restated Agreement and Plan of Merger, dated as of June 27, 2025 (the "Asset Entities Merger Agreement") with Asset
Entities Inc. ("Asset Entities"). On September 12, 2025, pursuant to the Asset Entities Merger Agreement, Alpha Merger
Sub, Inc., a wholly-owned subsidiary of Asset Entities Inc., merged with and into SEI, with SEI surviving as a wholly owned subsidiary
of Asset Entities Inc. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset
Entities Inc. was renamed Strive, Inc. (the "Asset Entities Merger"). Because the merger between SEI and Asset Entities
has been determined to be a reverse acquisition, with SEI being the accounting acquirer, Strive determined that SEI is the predecessor
and Strive is the successor for the purposes of the historical financial statements of Strive. The unaudited pro forma combined consolidated
statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to
these transactions as if they had occurred on January 1, 2024. The unaudited pro forma combined consolidated balance sheet as of
September 30, 2025 gives effect to these transactions as if they had occurred on September 30, 2025. The historical financial
information of Strive, Inc. included within the pro forma combined consolidated statement of operations for the nine months ended
September 30, 2025 includes the combined financial information of SEI for the period from January 1, 2025 to September 11,
2025 and the financial information of Strive for the period from September 12, 2025 to September 30, 2025. The weighted average
number of common shares outstanding for SEI for the period from January 1, 2025 to September 11, 2025 has been adjusted to reflect
the number of shares holders of historical SEI stock received upon the consummation of the Asset Entities Merger. The historical financial
information of Strive, Inc. included within the pro forma combined consolidated statement of operations for the year ended December 31,
2024 represents the financial information of SEI for the year ended December 31, 2024. The weighted average number of common shares
outstanding for SEI for the year ended December 31, 2024 has been adjusted to reflect the number of shares holders of historical
SEI stock received upon the consummation of the Asset Entities Merger.
Because Strive will be treated as the accounting
acquirer in the Semler Merger, Strive's assets and liabilities will be recorded at their pre-combination carrying amounts, and the
historical operations that are reflected in the unaudited pro forma financial information will be those of Strive. Semler Scientific's
assets and liabilities will be measured and recognized at their fair values as of the transaction date, and combined with the assets,
liabilities and results of operations of Strive after the consummation of the transaction.
The unaudited pro forma combined consolidated
financial information is based on the assumptions and adjustments that are described in the accompanying notes. The application of the
acquisition method of accounting is dependent upon a purchase price allocation analysis, which includes valuation analysis and other studies
that have yet to be completed, pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business
Combinations. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes
available and additional analyses are performed, and have been made solely for the purpose of providing unaudited pro forma combined consolidated
financial information. Differences between these preliminary estimates and the final acquisition accounting, expected to be completed
after the closing of the transaction, will occur and these differences could have a material impact on the accompanying unaudited pro
forma combined consolidated financial information and the combined company's future results of operations and financial position.
In addition, differences between the preliminary and final amounts will likely occur as a result of changes in the fair value of Strive's
common stock and changes in Semler Scientific's assets and liabilities.
The unaudited pro forma combined consolidated
financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies
or other savings or expenses that may be associated with the integration of the two companies. The unaudited pro forma combined consolidated
financial information is preliminary and has been prepared for illustrative purposes only and is not necessarily indicative of the financial
position or results of operations in future periods or the results that actually would have been realized had Strive and Semler Scientific
been a combined company during the specified periods. The actual results reported in periods following the transaction may differ significantly
from those reflected in these pro forma financial information presented herein for a number of reasons, including, but not limited to,
differences between the assumptions used to prepare this pro forma financial information and actual results realized.
The assumptions and estimates underlying the unaudited
adjustments to the pro forma combined consolidated financial statements are described in the accompanying notes, which should be read
together with the pro forma combined consolidated financial statements.
Defined terms included below shall have the same
meaning as terms defined and included elsewhere in this Current Report on Form 8-K, unless otherwise noted.
Introduction and Description of Transaction
Strive, Inc., a Nevada corporation, whose
Class A common stock trades on The Nasdaq Stock Market LLC under the symbol "ASST", is a bitcoin treasury asset management
firm. Strive's wholly owned subsidiary, Strive Enterprises, Inc., an Ohio corporation, completed the reverse acquisition of
Asset Entities on September 12, 2025, and continued as the surviving entity. Strive earns substantially all of its revenue from investment
advisory and other investment management services, and generates market returns from investments in bitcoin and bitcoin-related products.
The historical financial information of Strive
was derived from the unaudited consolidated financial statements of Strive, Inc. as of and for the nine months ended September 30,
2025, as well as the audited consolidated financial statements of Strive Enterprises, Inc. as of and for the year ended December 31,
2024, incorporated by reference in this filing. This information should be read together with Strive's audited and unaudited financial
statements and the related notes.
Strive, Inc. and Semler Scientific, Inc.,
whose common stock trades on The Nasdaq Stock Market LLC under the symbol "SMLR", entered into an Agreement and Plan of Merger
dated September 22, 2025 (the "Semler Merger Agreement"). Pursuant to the Semler Merger Agreement, and subject to the
satisfaction or waiver of customary closing conditions, a to be formed subsidiary of Strive ("Merger Sub"), will merge with
and into Semler, with Semler surviving as a wholly owned subsidiary of Strive.
Pursuant to the Semler Merger Agreement, at the
effective time of the Semler Merger (the "Effective Time"), each share of common stock of Semler issued and outstanding immediately
before the Effective Time (other than treasury shares held by Semler) will be converted into the right to receive 21.05 shares of Strive
Class A common stock.
Management has reviewed the applicable guidance
under Standards Codification ("ASC") Topic 805, "Business Combinations" ("Topic 805") to determine
the appropriate accounting acquirer and financial reporting implications. Based on this analysis, management has concluded that the Semler
Merger will be accounted for as a business acquisition, where:
Strive is deemed as the accounting acquirer for
the following reasons:
The following unaudited pro forma combined consolidated
financial statements are based on the historical financial statements of Strive and the historical financial statements of Semler Scientific,
as adjusted to give effect to Strive's acquisition of Semler Scientific and certain related transactions. Because the merger between
SEI and Asset Entities has been determined to be a reverse acquisition, with SEI being the accounting acquirer, Strive determined that
SEI is the predecessor and Strive is the successor for the purposes of the historical financial statements of Strive. The unaudited pro
forma combined consolidated statements of operations for the nine months ended September 30, 2025 and for the year ended December 31,
2024 give effect to these transactions as if they had occurred on January 1, 2024. The unaudited pro forma combined consolidated
balance sheet as of September 30, 2025 gives effect to these transactions as if they had occurred on September 30, 2025. The
historical financial information of Strive included within the pro forma combined consolidated statement of operations for the nine months
ended September 30, 2025 includes the combined financial information of SEI for the period from January 1, 2025 to September 11,