SCHEDULE: Strive Inc. Shareholders Cement Control, Outline Bitcoin Strategy

A group of key shareholders, including CEO Matthew Cole and co-founder Vivek Ramaswamy, have formalized their majority control over Strive, Inc. and detailed plans for the company's future as a Bitcoin Treasury Corporation.

Summary

• A group of shareholders, including Vivek Ramaswamy, Ramaswamy 2021 Irrevocable Trust, Matthew Cole, 2025-10 Investments LLC, Logan Beirne, Anson Frericks, Benjamin Pham, and LT&C LLC, collectively beneficially own greater than a majority of Strive, Inc.'s voting power as of September 12, 2025.
• The group has entered into a Shareholders Agreement, granting them the right to nominate a majority of the Board of Directors and requiring all shareholders in the group to vote all Company Shares as directed by the Shareholder Majority.
• Strive, Inc. will operate as a 'controlled company' under Nasdaq listing standards, acknowledging its current status as such.
• The company's strategic objectives are to accumulate Bitcoin, increase Bitcoin-per-share, and outperform Bitcoin over the long term by deploying both beta Bitcoin treasury accumulation strategies and alpha investment strategies.
• A Registration Rights Agreement provides the shareholders with certain demand and piggyback registration rights for their securities, with the company bearing most registration expenses (excluding underwriting discounts and commissions).
• An amendment to the Investor Rights Agreement imposes a market stand-off period on certain share transfers for 30 calendar days following the effectiveness of a shelf registration statement for shares issued in the PIPE Transaction.
• The company plans to file a Form S-3 registration statement soon to register securities issued in connection with the merger and intends to issue additional securities to finance Bitcoin accumulation.
• The PIPE Transaction, completed at the Merger closing, raised an aggregate purchase price of $750,329,019 through the issuance of Class A Common Stock, pre-funded warrants, and warrants.

Sentiment

Score: 7

Explanation: The filing formalizes strong insider control and a clear, albeit high-risk, strategic direction focused on Bitcoin. The capital raise provides significant funding. However, the 'controlled company' status and potential for future dilution introduce governance and shareholder value concerns for non-controlling investors. The high-risk, high-reward Bitcoin strategy could lead to significant gains or losses.

Positives

• Formalized majority control by a cohesive shareholder group, including key management, provides clear strategic direction and stability for the company.
• The company's explicit strategy to become a 'Bitcoin Treasury Corporation' with objectives to accumulate Bitcoin and increase Bitcoin-per-share offers a clear investment thesis for crypto-focused investors.
• The Registration Rights Agreement facilitates future liquidity for major shareholders, which can be attractive for long-term investors.
• The completion of a PIPE Transaction raising over $750 million provides significant capital for the company's operations and Bitcoin accumulation strategy.

Negatives

• The 'controlled company' status, while permitted by Nasdaq, may reduce certain corporate governance protections for minority shareholders.
• The Shareholders Agreement explicitly allows the majority shareholders to act exclusively in their own interests, potentially at the expense of minority shareholders.
• The strategy is heavily reliant on Bitcoin performance and the company's ability to outperform Bitcoin, introducing significant market risk.
• Potential future dilution from additional security issuances to finance Bitcoin accumulation and warrant exercises could impact existing shareholders' ownership percentages.

Risks

• The company's financial performance is highly dependent on the price performance of Bitcoin and its ability to outperform Bitcoin through its investment strategies.
• Future issuances of additional securities to finance Bitcoin accumulation and the potential exercise of warrants issued in the PIPE Transaction could lead to significant dilution for existing shareholders.
• As a 'controlled company,' Strive, Inc. may be exempt from certain Nasdaq corporate governance requirements, which could reduce independent oversight and minority shareholder protections.
• The Shareholders Agreement allows the majority shareholders to prioritize their own interests, which may create conflicts with the interests of other shareholders.
• Marketability risks exist for underwritten offerings if the manager determines that management's participation would adversely affect the marketability of the securities being sold.

Future Outlook

Strive, Inc. plans to operate as a publicly traded asset management Bitcoin Treasury Corporation, aiming to accumulate Bitcoin, increase Bitcoin-per-share, and outperform Bitcoin over the long term. The company expects to file a Form S-3 registration statement to register merger-related securities and issue additional securities to fund Bitcoin accumulation.

Management Comments

• The Reporting Persons acquired the securities reported herein as a result of or in connection with the Merger.
• As of the date hereof, the Reporting Persons control a majority of the voting power of the Issuer, have the power to designate a majority of the board of directors of the Issuer... and on the date hereof, designated the members of the Board.
• Consistent with the Issuer's prior public disclosures, the Reporting Persons plan that the Issuer will be a publicly traded asset management Bitcoin Treasury Corporation -a company whose primary objectives are to (i) accumulate Bitcoin; (ii) increase Bitcoin-per-share; and (iii) outperform Bitcoin over the long run by deploying both beta Bitcoin treasury accumulation strategies and alpha investment strategies with the goal of beating Bitcoin's investment performance as the hurdle rate.
• The Reporting Persons include the Chief Executive Officer, the Chief Financial Officer and the Chief Legal Officer of the Issuer and will control the day-to-day operations of the Issuer.
• The Reporting Persons may in the future cease to hold a majority of the voting power of the Issuer as a result of future issuances by the Issuer and the potential exercise of warrants issued in connection with the PIPE Transaction.

Industry Context

This filing positions Strive, Inc. as a specialized player in the asset management sector, specifically targeting the burgeoning cryptocurrency market with a focus on Bitcoin. Its strategy as a 'Bitcoin Treasury Corporation' aligns with a growing trend of companies holding significant Bitcoin reserves, but also introduces a unique active management component aiming to outperform Bitcoin itself. This differentiates it from passive Bitcoin holding companies and places it in direct competition with other crypto asset managers and potentially even Bitcoin ETFs, requiring strong alpha generation capabilities to justify its strategy.

Comparison to Industry Standards

• The 'controlled company' status, while permitted by Nasdaq, deviates from best-in-class corporate governance standards that emphasize independent board oversight and shareholder democracy, often seen in larger, more diversified public companies.
• The stated objective to 'outperform Bitcoin over the long run' sets a high bar, as Bitcoin itself has been a top-performing asset. This strategy is more aggressive than passive Bitcoin holding companies like MicroStrategy, which primarily focuses on accumulating Bitcoin, and requires sophisticated active management capabilities comparable to leading hedge funds or specialized crypto funds.
• The capital raise through the PIPE Transaction, including warrants, is a common mechanism for growth companies, but the specific terms and potential future dilution should be benchmarked against similar capital raises in the crypto or asset management space to assess its cost of capital.

Management Changes

Corporate Governance

Related Party Transactions

• Certain Reporting Persons (Matthew Cole, Logan Beirne, 2025-10 Investments LLC, and LT&C LLC) acquired Class A Common Stock in the PIPE Transaction.
• Funds for these purchases came from the personal savings of Matthew Cole and Logan Beirne (or their spouses), and from the personal savings of Benjamin Pham and Matthew Cole for 2025-10 Investments LLC and LT&C LLC, respectively.

Stakeholder Impact

• **Shareholders (Controlling Group):** Enhanced control over the company's strategic direction and governance, formalized through agreements.
• **Shareholders (Minority/Public):** Potential for reduced influence due to 'controlled company' status and majority shareholder's ability to act in their own interests. Clear strategic direction may attract investors aligned with the Bitcoin Treasury model.
• **Management:** Key management personnel are part of the controlling shareholder group, ensuring strong alignment with the company's strategic objectives.
• **Creditors/Lenders:** The company's cooperation with pledges of shares for loans (as per Registration Rights Agreement) could facilitate financing, but the high-risk Bitcoin strategy might impact creditworthiness.

Next Steps

• The Company will soon file a registration statement on Form S-3 to register certain securities issued in connection with the Merger.
• The Company plans to issue additional securities to finance its accumulation of Bitcoin.
• The Market Stand-off Period for certain shareholders will end 30 calendar days following the effectiveness of the shelf registration statement for PIPE Transaction shares.

Key Dates

Recommendation

The filing confirms a clear, high-conviction strategy as a Bitcoin Treasury Corporation, which could appeal to a specific investor base. The strong control by a committed shareholder group, including key management, provides stability in direction. However, the 'controlled company' status and explicit allowance for majority shareholders to act in their own interests present governance risks for minority investors. The strategy's success is highly dependent on Bitcoin's performance and the company's ability to generate alpha, making it a high-risk, high-reward proposition. Given the clarity of strategy but inherent risks and governance structure, a 'hold' recommendation is appropriate for investors who are already invested and believe in the long-term Bitcoin thesis, while new investors should carefully weigh the risks against the potential rewards.

Keywords

Strive Inc., Bitcoin Treasury, SEC Filing, Schedule 13D, Shareholders Agreement, Registration Rights, Controlled Company, Vivek Ramaswamy, Matthew Cole, Asset Management, Cryptocurrency, Corporate Governance, Equity Ownership, PIPE Transaction