v3.26.3
Business Combination
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
Acquisition of Semler Scientific, Inc.
On September 22, 2025, Strive, Inc. entered into the Semler Scientific Merger Agreement with Semler Scientific, Inc. On January 16, 2026, pursuant to the Semler Scientific Merger Agreement, Strive Merger Sub, Inc., a wholly owned subsidiary of Strive, merged with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation and a wholly owned subsidiary of Strive.
The Company accounted for the transaction as a business combination under ASC 805, Business Combinations, with the Company being the acquirer. At the consummation of the Semler Scientific Merger, each holder of Semler Scientific common stock received 21.05 shares of Strive, Inc. Class A Common Stock for each share of Semler Scientific common stock held as of the acquisition date, which amounted to 16,090,786 shares (on a split-adjusted basis) of Class A Common Stock being issued to legacy Semler Scientific shareholders. The total consideration transferred amounted to $311.2 million based on the number of shares transferred and the stock price of the Company's Class A Common Stock on January 16, 2026. As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with a bargain purchase gain of $66.7 million recognized based on the excess of the net assets acquired over consideration transferred.
During the three months ended September 30, 2026, in order to manage future cash outlays versus potential benefits, the Company terminated the research and development efforts on an in-development medical device product acquired as part of the
Semler Scientific Merger. The Company performed an impairment test on the Company's acquired in-process research and development intangible asset, which resulted in the Company recognizing an impairment of acquired medical device in-process research and development intangible asset of $14.7 million during the three and nine months ended September 30, 2026.
As part of the Semler Scientific Merger, the Company incurred transaction costs of $6.5 million during the nine months ended September 30, 2026. There were no transaction costs incurred related to the Semler Scientific Merger during the three months ended September 30, 2026. The Company incurred $1.8 million in transaction costs for the Semler Scientific Merger during the period from September 12, 2025 to September 30, 2025. There were no transactions costs related to the Semler Scientific Merger during the period from July 1, 2025 to September 11, 2025 and the period from January 1, 2025 to September 11, 2025.
The following table summarizes the consideration transferred and the assets acquired and liabilities assumed as part of the Semler Scientific Merger at their acquisition date fair value (in thousands):
Consideration transferred:
Strive, Inc. Class A common stock and fair value of assumed options$311,183 
Assets acquired and liabilities assumed:
Cash and cash equivalents3,513 
Prepaid expenses599 
Other current assets1,831 
Digital assets444,029 
Receivable for bitcoin collateral37,971 
Intangible assets14,650 
Property and equipment175 
Other non-current assets1 
Accounts payable and other liabilities(13,029)
Compensation and benefits payable(2,358)
Long-term notes payable(89,495)
Coinbase Loan(20,000)
Total identifiable net assets$377,887 
Bargain purchase gain(66,704)
Total$311,183 
Supplemental pro forma information
The unaudited supplemental pro forma financial information presented below has been prepared as if the Semler Scientific Merger had occurred in the earliest presented period. The pro forma financial information is developed using estimates and assumptions based on information available at the time. The Company believes such estimates and assumptions to be reasonable; however, the unaudited pro forma financial information is not necessarily indicative of what the combined company's results would have been had the acquisition been completed as of the beginning of the periods as indicated, nor does it purport to represent the Company's future results. There are no pro forma adjustments for the three months ended September 30, 2026. As the financial information for the period from July 1, 2025 to September 11, 2025 and the period from January 1, 2025 to September 11, 2025 represent the financial information of the Predecessor, no such pro forma financial information has been included. Amounts below are presented in thousands, other than per-share amounts.
Nine Months Ended September 30, 2026Period From September 12, 2025 to September 30, 2025
Total revenues$8,786 $1,753 
Net loss before income taxes$(15,610)$(206,116)
The pro forma financial information has been calculated after adjusting to reflect certain business combination and one-time accounting impacts, such as fair value adjustments and transaction expenses related to the Semler Scientific Merger as if it had occurred in the earliest period presented.
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed $100.0 million of the 4.25% Convertible Senior Notes due 2030 (the “Semler Convertible Notes”) from Semler Scientific. Upon the completion of the Semler
Scientific Merger, Semler Scientific, Strive, and U.S. Bank Trust Company, National Association, as trustee, entered into a supplemental indenture, dated January 16, 2026 (the “Supplemental Indenture”), to that certain indenture, dated as of January 28, 2025 (such indenture as so amended, supplemented and modified from time to time, the “Convertible Notes Indenture”), pursuant to which Semler Scientific originally issued its Semler Convertible Notes. In addition, the Company assumed Semler Scientific's capped call contracts, which were intended to reduce potential dilution or offset any cash payments. On January 22, 2026, the Company entered into separate, privately negotiated exchange agreements with certain holders of the Semler Convertible Notes, representing $90.0 million aggregate principal amount of the Semler Convertible Notes, pursuant to which such holders exchanged their Semler Convertible Notes for approximately 929,999 newly issued shares of the Company's SATA Stock (as defined below) concurrent with the closing of the Follow-On Offering (as defined below) (the “Notes Exchange”). In May 2026, the Company retired the remaining long-term notes payable, at fair value, resulting in no Semler Convertible Notes being outstanding as of September 30, 2026.
On January 16, 2026, in connection with the Semler Scientific Merger, the Company assumed a $20.0 million loan with Coinbase Credit Inc. from Semler Scientific (the “Coinbase Loan”). On January 27, 2026, the Company fully retired the Coinbase Loan. See Note 12 for more information on the Follow-On Offering of SATA Stock. Upon the extinguishment of the Coinbase Loan, 398 bitcoin previously held by the lender as collateral to the Coinbase Loan were returned to the Company's custody, with the lender no longer having the rights to sell, pledge, or re-hypothecate such bitcoin. As a result, the Company recorded a loss of $2.6 million during the nine months ended September 30, 2026 based on the difference between the basis of the receivable for bitcoin collateral and the fair value of bitcoin at the extinguishment date. During the nine months ended September 30, 2026, the Company recorded a loss on extinguishment of debt of $0.3 million related to the extinguishment of the Coinbase Loan. There was no loss on extinguishment of debt related to the Coinbase Loan during the three months ended September 30, 2026.
Acquisition of Asset Entities, Inc.
On May 6, 2025, the Predecessor entered into the Asset Entities Merger Agreement. 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 legacy Asset Entities Inc. shareholders retained approximately 5.8% of the fully diluted post-combination common equity interests of the combined entity, amounting to 831,219 shares of Class A Common Stock (on a split-adjusted basis). The total consideration transferred amounted to $141.1 million based on the number of shares transferred and the stock price of the Company's Class A Common Stock on September 12, 2025.
The Company accounted for the transaction as a reverse acquisition under ASC 805, Business Combinations, with SEI being the accounting acquirer based on existing Strive stockholders retaining the majority of the voting interests, as well as the senior management and directors representing the majority of senior management and directors, respectively, following the close of the transaction. As a result, the Company recognized the assets acquired and liabilities assumed at their acquisition date fair value, with goodwill recognized based on the excess of the consideration transferred and the net assets acquired. None of the goodwill acquired was deductible for tax purposes.
As part of the Asset Entities acquisition, the Predecessor incurred transaction costs of $10.3 million and $15.7 million during the period from July 1, 2025 to September 11, 2025 and the period from January 1, 2025 to September 11, 2025, respectively, and the Successor incurred transaction costs of $5.6 million during the period from September 12, 2025 to September 30, 2025.
During the period from September 12, 2025 to September 30, 2025, based on the Company's determination to suspend subscriptions on certain legacy Discord servers acquired as part of the acquisition of Asset Entities and a decline in the price of the Company's Class A common stock, the Company performed a goodwill and intangible asset impairment test. Based on this assessment, the Company recognized a goodwill and intangible asset impairment charge totaling $140.8 million during the period from September 12, 2025 to September 30, 2025.
The following table summarizes the consideration transferred and the assets acquired and liabilities assumed as part of the Asset Entities Merger at their acquisition date fair value (in thousands):
Consideration transferred:
Strive, Inc. Class A common stock$141,140 
Assets acquired and liabilities assumed:
Cash and cash equivalents400 
Prepaid expenses27 
Intangible assets746 
Other non-current assets57 
Accounts payable and other liabilities(129)
Total identifiable net assets$1,101 
Goodwill140,039 
Total$141,140