Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check all boxes that apply):

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

To the stockholders of Strive, Inc. and Semler Scientific, Inc.:

On September 22, 2025, Strive, Inc. (“Strive”) and Semler Scientific, Inc. (“Semler Scientific”) entered into an Agreement and Plan of Merger (as amended on December 3, 2025, the “Merger Agreement”), that provides for the combination of the two companies. Under the Merger Agreement, Strive Merger Sub, Inc. (“Merger Sub”) will merge with and into Semler Scientific (the “Merger”), with Semler Scientific as the surviving corporation of the Merger.

If the Merger is completed, Semler Scientific’s stockholders will receive 21.05 shares (the “Exchange Ratio”) of Strive’s Class A Common Stock, $0.001 par value per share (“Strive Class A Common Stock”), for each share of Semler Scientific’s common stock, $0.001 par value per share (“Semler Scientific Common Stock”) (except for treasury stock or shares owned by Semler Scientific or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)), they hold immediately prior to the Merger, plus cash in lieu of fractional shares, the “Merger Consideration”). As a result of the foregoing, based on the number of shares of Strive Class A Common Stock and Semler Scientific Common Stock outstanding as of September 19, 2025, the last trading day before public announcement of the Merger Agreement, it is expected that Strive’s stockholders will hold approximately 80.6%, and Semler Scientific stockholders will hold approximately 19.4%, of the shares of the combined company outstanding immediately after the effective time of the Merger (the “Effective Time”).

Although the Merger Consideration is fixed at the Exchange Ratio, the value of the Merger Consideration will fluctuate between the date of this information statement/proxy statement/prospectus and the completion of the Merger based upon the market value for Strive Class A Common Stock. Any fluctuation in the market price of Strive Class A Common Stock after the date of this information statement/proxy statement/prospectus will change the value of the shares of Strive Class A Common Stock that Semler Scientific’s stockholders will receive. Based on the closing price per share of Strive Class A Common Stock on the Nasdaq Stock Market LLC (“Nasdaq”) on September 19, 2025, the last trading day before public announcement of the Merger Agreement, the exchange ratio represented approximately $90.52 in value for each share of Semler Scientific Common Stock. We urge you to obtain current market quotations for shares of Strive Class A Common Stock (trading symbol “ASST”) and shares of Semler Scientific Common Stock (currently traded on Nasdaq, under the trading symbol “SMLR”).

Semler Scientific will hold a special meeting of its stockholders (the “Special Meeting”) on January 13, 2026 at 9:00 a.m. Eastern Time in a virtual meeting format only, live via the internet and which can be accessed via a unique link received after registering at https://web.viewproxy.com/SMLRSM/2026. At the Special Meeting, Semler Scientific’s stockholders will be asked (i) to consider and vote on a proposal to approve the Merger Agreement (the “Merger Proposal”), (ii) to consider and vote on a non-binding advisory proposal to approve the compensation that may be paid or become payable to the named executive officers of Semler Scientific that is based on or otherwise relates to the Merger (the “Compensation Proposal”), and (iii) to consider and vote on a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal (the “Adjournment Proposal”). The board of directors of Semler Scientific (the “Semler Scientific Board”), has unanimously adopted the Merger Agreement, has determined that the Merger, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of Semler Scientific and its stockholders, and unanimously recommends that Semler Scientific’s stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal if necessary or appropriate to solicit additional votes for approval of the Merger Proposal.

The board of directors of Strive (the “Strive Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby (including the Parent Share Issuance (as defined in the Merger Agreement)) are advisable, fair to and in the best interests of Strive and its stockholders and (ii) approved and adopted the Merger Agreement and the transactions contemplated thereby (including the Parent Share Issuance). Following the execution of the Merger Agreement, Strive delivered its shareholder approval approving the Merger Agreement. Additionally, the Strive Board has unanimously approved an amendment of Strive’s Amended and Restated Articles of Incorporation to remove the maximum limit of directors on the Strive Board, which is currently set at eleven (11) (the “Charter Amendment”), such Charter Amendment to be effective as of December 31, 2025, thereafter leaving the determination of the number of directors to the Strive Board, which has been approved by Strive’s stockholders. A copy of the Charter Amendment is included as Exhibit 3.2 to the Registration Statement of which this information statement/proxy statement/prospectus forms a part. As a result, no further action by any other Strive stockholder is necessary or required in connection with the adoption of the Merger Agreement and the approval of the Strive share issuance by Strive’s stockholders.

The attached information statement/proxy statement/prospectus describes the Special Meeting, the Merger, the documents related to the Merger, and other related matters. Please carefully read the entire information statement/proxy statement/prospectus, including the “Risk Factors,” beginning on page 22, for a discussion of the risks relating to the proposed Merger. You may also obtain information about Strive and Semler Scientific from documents that each company has filed with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Merger or passed upon the adequacy or accuracy of this information statement/proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The date of this information statement/proxy statement/prospectus is December 5, 2025 and it is first being mailed or otherwise delivered to Strive’s stockholders and Semler Scientific’s stockholders on or about December 5, 2025.

 

By order of the Strive Board,

Matthew Cole

Chief Executive Officer of Strive, Inc. and Chairman of the Board

Dallas, TX

December 5, 2025

 

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Semler Scientific, Inc., a Delaware corporation (“Semler Scientific”), to be held on January 13, 2026 at 9:00 a.m. Eastern Time. The Special Meeting will be held virtually at a unique link received after registering at https://web.viewproxy.com/SMLRSM/2026 for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice.

Semler Scientific has fixed the close of business on November 19, 2025 as the record date for the Special Meeting. Only Semler Scientific’s stockholders of record at that time are entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of common stock, par value $0.001 per share, of Semler Scientific. Approval of each of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the holders of the voting power of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and voting affirmatively or negatively (excluding abstentions and broker non-votes).

The Semler Scientific Board has unanimously adopted the Merger Agreement, has determined that the Merger, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of Semler Scientific and its stockholders and unanimously recommends that Semler Scientific’s stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

You will be able to attend the Special Meeting, submit questions and vote during the live webcast at a unique link received after registering at https://web.viewproxy.com/SMLRSM/2026. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. You may log in beginning at 8:45 a.m. Eastern Time on January 13, 2026. The record date for the Special Meeting is November 19, 2025. Only holders of record of our common stock at the close of business on that date and their proxyholders may vote at the Special Meeting or any adjournment or postponement thereof.

Your vote is very important. Strive and Semler Scientific cannot complete the Merger unless Semler Scientific’s stockholders approve the Merger Agreement.

The enclosed information statement/proxy statement/prospectus provides a detailed description of the Special Meeting, the Merger, the documents related to the Merger, and other related matters. You are urged to read the information statement/proxy statement/prospectus, including any documents incorporated in the information statement/proxy statement/prospectus by reference, and its annexes carefully and in their entirety.

By Order of the Board of Directors

 

This information statement/proxy statement/prospectus incorporates important business and financial information about Strive, Inc. (“Strive”) and Semler Scientific, Inc. (“Semler Scientific”) from documents filed with the U.S. Securities and Exchange Commission (“SEC”), that are not included in or delivered with this information statement/proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Strive and/or Semler Scientific at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this information statement/proxy statement/ prospectus, at no cost by contacting the appropriate company at the following address:

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, Semler Scientific Stockholders must request them no later than five business days before the date of the Special Meeting. This means that Semler Scientific Stockholders requesting documents must do so by January 6, 2026.

You should rely only on the information contained in this document. No one has been authorized to provide you with information that is different from that contained in this document. This document is dated December 5, 2025 and you should assume that the information in this document is accurate only as of such date. You should assume that the information in this document is accurate as of the date of such document. Neither the mailing of this document to Strive Stockholders or Semler Scientific Stockholders, nor the issuance by Strive of shares of Strive Class A Common Stock in connection with the Merger, will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Strive has been provided by Strive and information contained in this document regarding Semler Scientific has been provided by Semler Scientific.

Please see “Where You Can Find More Information” for more details.

This information statement/proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Strive (File No. 333-290842) constitutes a prospectus of Strive under Section 5 of the Securities Act, with respect to the shares of Strive Class A Common Stock to be issued to the stockholders of Semler Scientific as Merger Consideration, pursuant to the Merger Agreement, an information statement of Strive with respect to the Strive Written Consent, as required by Schedule 14C under the Exchange Act, and a notice of action by written consent to Strive Stockholders with respect to the Strive Written Consent. This document also constitutes a proxy statement of Semler Scientific under Section 14(a) of the Exchange Act, and the rules promulgated thereunder, and a notice of meeting with respect to the Special Meeting scheduled to be held on January 13, 2026 to consider and vote upon and approve the Proposals.

Strive has supplied all information contained in this information statement/proxy statement/prospectus (including the annexes hereto) relating to Strive and its subsidiaries, and Semler Scientific has supplied all information contained in this information statement/proxy statement/prospectus relating to Semler Scientific.

You should rely only on the information contained in this information statement/proxy statement/prospectus with respect to the Transactions, the Merger and the Merger Agreement. Strive and Semler Scientific have not authorized anyone to provide you with information other than the information that is contained in this information statement/proxy statement/prospectus. Strive and Semler Scientific take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This information statement/proxy statement/prospectus is dated as of December 5, 2025. You should not assume that the information contained in this information statement/proxy statement/prospectus is accurate as of any date other than that date. Further, you should not assume that the information included as annexes to this information statement/proxy statement/prospectus is accurate as of any date other than the date of such document. Neither Strive nor Semler Scientific assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this information statement/proxy statement/prospectus to Strive or Semler Scientific Stockholders nor the Parent Share Issuance as Merger Consideration, or any other securities, in connection with the Merger will create any implication to the contrary.

This information statement/proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise stated or unless the context otherwise requires, (i) “Semler Scientific” refers to Semler Scientific, Inc., a Delaware corporation, (ii) “Merger Sub” means Strive Merger Sub, Inc., a Delaware corporation and (iii) “Strive” refers to Strive, Inc. a Nevada corporation.

The terms “we,” “us,” and “our” are used to refer to “Strive” as specifically stated within a section of this document or as the context may otherwise provide or indicate.

In addition, the following terms are commonly used throughout this document and have the meaning set forth below:

“Amended & Restated Articles” means the Amended and Restated Articles of Incorporation of Strive attached to the Registration Statement of which this information statement/proxy statement/prospectus forms a part, as Exhibit 3.1.

“Amended & Restated Bylaws” means the Amended and Restated Bylaws of Strive attached to the Registration Statement of which this information statement/proxy statement/prospectus forms a part, as Exhibit 3.3.

“Amendment to the Merger Agreement” means that certain amendment to the Merger Agreement, dated as of December 3, 2025, by and among Strive, Merger Sub and Semler Scientific.

“Asset Entities Merger Agreement” means that certain Amended and Restated Agreement and Plan of Merger, dated as of June 27, 2025, by and among Strive (which was, until September 12, 2025, known as Asset Entities Inc.), Alpha Merger Sub, LLC, an Ohio limited liability company and wholly owned subsidiary of Strive, and Strive Enterprises, Inc., an Ohio corporation.

“Charter Amendment” means the amendment to the Amended & Restated Articles of Incorporation, to be effective December 31, 2025, to remove the maximum limit on the number of directors on the Strive Board, which is currently set at 11, leaving the determination of the number of directors to the Board. A copy of the Charter Amendment is attached to the Registration Statement of which this information statement/proxy statement/prospectus forms a part, as Exhibit 3.2.

“Closing” means the closing of the Merger.

“Closing Date” means the date of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company Acquisition Proposal” has the meaning set forth in the Merger Agreement.

“Company Adverse Recommendation Change” has the meaning set forth in the Merger Agreement.

“Effective Time” means the effective time of the Merger, which will be the date and time when the certificate of merger filed in connection with the Merger has been duly filed with the Delaware Secretary of State (or at such later time as Strive, Merger Sub and Semler Scientific shall agree and is specified in the Merger Agreement).

“End Date” means March 22, 2026.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Ratio” means the calculation in accordance with the Merger Agreement such that each share of Semler Scientific Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares) shall, subject to Section 2.07 of the Merger Agreement, be converted into the right to receive 21.05 shares of Strive Class A Common Stock.

“Excluded Shares” means the shares of Semler Scientific Common Stock to be cancelled pursuant to Section 2.03(ii) of the Merger Agreement.

“IRS” means the Internal Revenue Service.

“LionTree Advisors LLC” means the financial advisor of Semler Scientific.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of September 22, 2025, by and between Strive and Semler Scientific as amended by that certain Amendment to the Merger Agreement and as it may be further amended from time to time.

“Merger Consideration” means the Strive Class A Common Stock to be issued in connection with the Merger.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NRS” means the Nevada Revised Statutes of the State of Nevada.

“Old Strive RSA” means a restricted stock award that settles in shares of common stock of Strive granted pursuant to Strive’s Amended and Restated 2022 Equity Incentive Plan.

“Old Strive RSU” means a restricted stock unit that settles in shares of common stock of Strive granted pursuant to Strive’s Amended and Restated 2022 Equity Incentive Plan.

“Opinion” means the written opinion of LionTree Advisors LLC, attached to this information statement/proxy statement/prospectus as Annex D.

“Parent Share Issuance” means the issuance of Strive Class A Common Stock in connection with the Merger, as contemplated by the Merger Agreement.

“Proposals” means the proposals set forth in this information statement/proxy statement/prospectus for consideration and approval by Semler Scientific Stockholders at the Special Meeting.

“Record Date” means the close of business on November 19, 2025, the record date for the determination of the Semler Scientific Stockholders entitled to notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of September 12, 2025, by and among Strive, Inc. and the persons listed on Schedule A thereto. A copy of the Registration Rights Agreement is attached to the Registration Statement of which this information statement/proxy statement/prospectus forms a part, as Exhibit 4.1.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Semler Scientific Board” means the board of directors of Semler Scientific.

“Semler Scientific Common Stock” means the common stock, $0.001 par value per share, of Semler Scientific.

“Semler Scientific Stockholder” means a holder of Semler Scientific Common Stock.

“Semler Scientific Stockholder Approval” means the affirmative vote of the holders of a majority of the outstanding shares of Semler Scientific Common Stock required to approve and adopt the Merger Agreement.

“Shareholders Agreement” means that certain Shareholders Agreement, dated September 12, 2025, by and between Vivek Ramaswamy, together with an affiliated trust managed by a third-party trustee and investment advisor, Matthew Cole, 2025-10 Investments LLC (controlled by Benjamin Pham), Logan Beirne, Virtuous Industries, LLC and Liberty Pier Foundation.

“Special Meeting” means the special meeting of the Semler Scientific Stockholders to consider and vote upon the Proposals.

“Strive Asset Management” means Strive Asset Management, LLC, an Ohio limited liability company and a direct, wholly owned subsidiary of Strive.

“Strive Board” means the board of directors of Strive.

“Strive Class A Common Stock” means the Class A Common Stock, $0.001 par value per share, of Strive.

“Strive Class B Common Stock” means the Class B Common Stock, $0.001 par value per share, of Strive.

“Strive Common Stock” means, collectively, the Strive Class A Common Stock and Strive Class B Common Stock.

“Strive Stockholder” means each holder of Strive Common Stock.

“Strive Stockholder Approval” means the approval of the Parent Share Issuance contemplated by the Merger Agreement and the other Transactions on the terms and conditions of the Merger Agreement, by those Strive Stockholders whose approval is required under Strive’s organizational documents in connection with the Transactions.

“Surviving Corporation” means the surviving corporation of Merger Sub merging with and into Semler Scientific, with Semler Scientific as the surviving corporation.

“Transactions” means the transactions contemplated by the Merger Agreement.

The following are some questions that you may have about the Merger and the Special Meeting, and brief answers to those questions. You are urged to read carefully the remainder of this information statement/proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the Merger and/or the Special Meeting. Please see “Where You Can Find More Information.”

Strive and Semler Scientific have entered into the Merger Agreement. Under the Merger Agreement, a wholly owned subsidiary of Strive will merge with and into Semler Scientific, with Semler Scientific continuing as the surviving corporation (the “Merger”). A copy of the Merger Agreement is included in this information statement/proxy statement/prospectus as Annex A.

The Merger Agreement originally contemplated that the Merger would be followed by a second merger of the Surviving Corporation with and into a wholly owned subsidiary of Strive, with such wholly owned subsidiary continuing as the surviving company in such merger (the “Second Merger”). Following the date of the Merger Agreement Strive and Semler Scientific determined that the Second Merger was not required and have amended the Merger Agreement pursuant to the Amendment to the Merger Agreement in order to remove the Second Merger. A copy of the Amendment to the Merger Agreement is included in this information statement/proxy statement/prospectus as Annex B.

If the Merger is completed, Semler Scientific Stockholders will receive 21.05 shares of Strive Class A Common Stock for each share of Semler Scientific Common Stock (except for treasury stock or shares owned by Semler Scientific or Strive (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted)) they hold immediately prior to the Merger, plus cash in lieu of fractional shares. As a result of the foregoing, based on the number of shares of Strive Class A Common Stock and Semler Scientific Common Stock outstanding as of September 19, 2025, the last trading day before public announcement of the Merger Agreement, it is expected that Strive Stockholders will hold approximately 80.6%, and Semler Scientific Stockholders will hold approximately 19.4%, of the shares of the combined company outstanding immediately after the Effective Time.

The Merger cannot be completed unless, among other things, Semler Scientific Stockholders approve the proposal to approve the Merger Agreement.

You are receiving this document because it is an information statement being used by the Strive Board to provide Strive Stockholders with material information concerning the actions taken in connection with the Strive Written Consent (as defined below), and a proxy statement being used by the Semler Scientific Board to solicit proxies of Semler Scientific Stockholders in connection with approval of the Merger and related matters.

Following the execution of the Merger Agreement, Vivek Ramaswamy, Benjamin Pham, the Ramaswamy 2021 Irrevocable Trust and Cantor Fitzgerald Securities, holders of shares of Strive Common Stock representing an aggregate of 57.4% of the voting power of the outstanding Strive Common Stock as of September 22, 2025, executed and delivered to Strive a written consent (the “Strive Written Consent”) approving the Merger Agreement, and the transactions contemplated thereby (including the Merger and the Parent Share Issuance).

In addition, in order to approve the Merger Agreement and related matters, Semler Scientific has called a Special Meeting. This document serves as the proxy statement for the Special Meeting and describes the proposals to be presented at the Special Meeting.

Finally, this document is also a prospectus that is being delivered to Semler Scientific Stockholders because, in connection with the Merger, Strive will be issuing to Semler Scientific Stockholders shares of Strive Class A Common Stock as merger consideration.

For Strive Stockholders, this information statement/proxy statement/prospectus contains important information about the Merger and the other actions taken in connection with the Strive Written Consent and as a notice of action by Written Consent to Strive Stockholders with respect to the Strive Written Consent. Strive is not asking you for a proxy, and you are not requested to send Strive a proxy.

For Semler Scientific Stockholders, this information statement/proxy statement/prospectus contains important information about the Merger and the other proposals being voted on at the Special Meeting, as well important information to consider in connection with an investment in Strive Class A Common Stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Semler Scientific Common Stock voted by proxy without attending the Special Meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Strive Stockholders are not being asked to vote on the Merger because the required Strive Stockholder Approval has already been obtained. Following the execution of the Merger Agreement, holders of shares representing a majority of the voting power of the Strive Common Stock executed written consents approving the Merger Agreement, the Merger, the Parent Share Issuance and the Charter Amendment. As a result of the execution of the Strive Written Consent, and subsequent written consent of the holders of shares representing a majority of the voting power of the Strive Common Stock approving the Charter Amendment, no meeting of Strive Stockholders is being held, and Strive Stockholders are not being asked to vote on the approval of the Merger. A copy of the Charter Amendment is included as Exhibit 3.2 to the Registration Statement of which this information statement/proxy statement/prospectus forms a part.

Because Strive Class A Common Stock is listed on Nasdaq, it is subject to Nasdaq Listing Rule 5635, pursuant to which stockholder approval is required to issue shares of common stock if such common stock (a) has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or (b) is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of such stock.

The number of shares of Strive Class A Common Stock issuable in connection with the Merger would represent greater than 20% of both (a) the voting power of Strive Common Stock outstanding before such issuance and (b) the number of Strive Common Stock outstanding before such issuance. As a result, Strive Stockholder Approval of the Parent Share Issuance is required under the rules of Nasdaq.

Promptly following the execution of the Merger Agreement, holders of shares representing a majority of the voting power of the Strive Common Stock executed the Strive Written Consent approving the Merger Agreement, and the transactions contemplated thereby (including the Merger and the Parent Share Issuance). As a result, no further action by any other Strive Stockholder is required in connection with the approval by Strive Stockholders of the Parent Share Issuance, and we have not solicited and will not be soliciting the vote of Strive Stockholders for the actions approved by the Strive Written Consent and do not intend to call a meeting of stockholders of Strive for the purpose of voting on the approval of the Parent Share Issuance.

After careful consideration of the various factors described in “The Merger — Strive Board’s Reasons for the Parent Share Issuance and Charter Amendment,” the Strive Board unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (including the Parent Share Issuance) and the Charter Amendment are advisable, fair to and in the best interest of Strive and Strive Stockholders; (b) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Parent Share Issuance), (c) recommended the approval and adoption of the Merger Agreement (including the Parent Share Issuance) by certain Strive Stockholders and (d) approved, adopted and declared advisable the Charter Amendment.

The Parent Share Issuance and the other transactions contemplated by the Merger Agreement, including the Merger, received the requisite Strive Stockholder Approval through the Strive Written Consent executed by holders of a majority of the voting power of the Strive Common Stock immediately following the execution of the Merger Agreement.

Strive Stockholders will not receive any Merger Consideration and will continue to hold the shares of Strive Class A Common Stock and Strive Class B Common Stock that they currently hold. As a result of the issuance of Strive Class A Common Stock in connection with the Merger, however, the overall ownership percentage of existing Strive Stockholders in the combined company will be diluted.

Based on the fully diluted number of shares of Strive Class A Common Stock outstanding as of November 19, 2025, the most recent practicable date for which such information is available, it is expected that existing Strive Stockholders will hold approximately 73% of the fully diluted shares of the combined company immediately following the closing of the Merger (after giving effect to the conversion of all shares of Strive Class B Common Stock into shares of Strive Class A Common Stock, but before giving effect to any other issuances or conversions). Semler Scientific Stockholders will hold approximately 27%.

Semler Scientific is soliciting proxies from its stockholders with respect to the following proposals:

If the Merger is completed, Semler Scientific Stockholders will receive 21.05 shares of Strive Class A Common Stock for each share of Semler Scientific Common Stock held immediately prior to the Merger. Strive will not issue any fractional shares of Strive Class A Common Stock in the Merger. Semler Scientific Stockholders who would otherwise be entitled to a fraction of a share of Strive Class A Common Stock upon the completion of the Merger will instead receive, for the fraction of a share, an amount in cash, without interest, determined by multiplying the fraction of the applicable Strive Class A Common Stock to which such holder would otherwise have been entitled by the closing price of such applicable share of Strive Class A Common Stock on Nasdaq on the last trading day preceding the Closing Date.

Under the Merger Agreement, at the Effective Time, each outstanding option to purchase shares of Semler Scientific Common Stock (each, a “Semler Scientific Option”), whether vested or unvested, will be converted into an option (a “Converted Option”) to purchase, on the same terms and conditions (including with respect to vesting and exercisability, except that (i) if the holder of such Semler Scientific Option is a non-employee director whose service to Semler Scientific continues through the Closing Date or (ii) if the holder’s employment or service to the Company is terminated by Semler Scientific without “cause” (as defined in the Merger Agreement) at or during the six month period immediately following the Effective Time, the vesting of the unvested portion of the Converted Option will immediately accelerate as of the Effective Time (in the case of clause (i) above) or at the date of such termination of employment (in the case of clause (ii) above)), as were applicable to such Semler Scientific Option immediately prior to the Effective Time, the number of shares of Strive Class A Common Stock, rounded down to the nearest whole share, determined by multiplying the number of shares of Semler Scientific Common Stock subject to such Semler Scientific Option immediately prior to the Effective Time by the Exchange Ratio, at an exercise price per share of Strive Class A Common Stock, rounded up to the nearest whole cent, equal to the per share exercise price for the shares of Semler Scientific Common Stock otherwise purchasable pursuant to such Semler Scientific Option immediately prior to the Effective Time divided by the Exchange Ratio.

Under the Merger Agreement, at the Effective Time, the $100.0 million aggregate principal amount of 4.25% convertible senior notes due 2030 issued by Semler Scientific in January 2025 will remain outstanding with the number of underlying shares and per share conversion price adjusted to reflect the Exchange Ratio.

It is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If the Merger so qualifies, a U.S. Holder (as defined under “Certain U.S. Federal Income Tax Consequences to Holders of Shares of Semler Scientific Common Stock”) of Semler Scientific Common Stock, generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Semler Scientific Common Stock for shares of Strive Class A Common Stock pursuant to the Merger, except with respect to cash received instead of fractional shares of Strive Class A Common Stock. For further information, see “—Certain U.S. Federal Income Tax Consequences to Holders of Shares of Semler Scientific Common Stock” beginning on page 22.

All holders of Semler Scientific Common Stock should consult their tax advisors for a full understanding of the particular tax consequences of the Merger to them.

No. Please do not send in your Semler Scientific stock certificate(s) with your proxy. After the Merger, an exchange agent will send you instructions for exchanging Semler Scientific stock certificates for the merger consideration. See “The Merger Agreement—Procedures for Surrendering Semler Scientific Stock Certificates.”

You are not required to take any additional actions, in connection with the conversion at the Effective Time of your shares of Semler Scientific Common Stock into shares of Strive Class A Common Stock, if your shares of Semler Scientific Common Stock are held in book-entry form. After the completion of the Merger shares of Semler Scientific Common Stock held in book-entry form automatically will be exchanged for book-entry shares of Strive Class A Common Stock.

Yes. Although the merger consideration is fixed at the Exchange Ratio, the value of the merger consideration will fluctuate between the date of this information statement/proxy statement/prospectus and the completion of transactions contemplated by the Merger Agreement based upon the market value for Strive Class A Common Stock. Any fluctuation in the market price of Strive Class A Common Stock after the date of this information statement/proxy statement/prospectus will change the value of the shares of Strive Class A Common Stock that Semler Scientific Stockholders will receive.

Based on the closing price per share of Strive Class A Common Stock on Nasdaq on September 19, 2025, the last trading day before public announcement of the Merger, the exchange ratio represented approximately $90.52 in value for each share of Semler Scientific Common Stock. Based on the closing price per share of Strive Class A Common Stock on December 2, 2025, the latest practicable trading day before the date of this information statement/proxy statement/prospectus, the exchange ratio represented approximately $21.68 in value for each share of Semler Scientific Common Stock. We urge you to obtain current market quotations for shares of Strive Class A Common Stock (trading symbol “ASST”) and shares of Semler Scientific Common Stock (currently traded on Nasdaq, under the trading symbol “SMLR”).

The Semler Scientific Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The Special Meeting will be held on Tuesday, January 13, 2026 at 9:00 a.m. Eastern Time in a virtual meeting format only, live via the internet and can be accessed via a unique link received after registering at https://web.viewproxy.com/SMLRSM/2026. We encourage you to access the Special Meeting prior to the start time. Both stockholders of record and beneficial owners will need to register to be able to attend the virtual Special Meeting, submit their questions during the Special Meeting and vote their shares electronically at the Special Meeting by following the instructions below:

Further instructions on how to attend the Special Meeting via live audio webcast, including how to vote your shares electronically at the Special Meeting, are posted on https://web.viewproxy.com/SMLRSM/2026.

If you encounter any difficulties accessing the virtual meeting, please email virtualmeeting@viewproxy.com.

The platform Semler Scientific is using for the live audio webcast for the Special Meeting will require a software installation or the ability to run a temporary application in order for you to join the live audio webcast for the Special Meeting.

Only stockholders of record of Semler Scientific Common Stock at the close of business on November 19, 2025 will be entitled to vote at the Special Meeting. On this record date, there were 15,285,092 shares of Semler Scientific Common Stock outstanding and entitled to vote.

If on November 19, 2025 your shares of Semler Scientific Common Stock were registered directly in your name with Semler Scientific’s transfer agent, Equiniti Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, you are urged to vote as instructed below to ensure your vote is counted.

If on November 19, 2025 your shares of Semler Scientific Common Stock were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares at the virtual meeting unless you request and obtain a valid proxy from your broker or other agent.

There are three matters scheduled for a vote:

For the matters to be voted on, you may vote “For” or “Against” or abstain from voting.

The procedures for voting are fairly simple:

If you are a stockholder of record of Semler Scientific Common Stock, you may vote at the Special Meeting, vote by proxy over the telephone, vote by proxy through the internet, or, if you requested printed copies of these materials, vote by proxy by mailing your proxy card as described in these materials. Whether or not you plan to attend the Special Meeting, you are urged to vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote during the meeting even if you have already voted by proxy.

If you are a beneficial owner of shares of Semler Scientific Common Stock registered in the name of your broker, bank, or other agent, you should have received a voting instruction form with these proxy materials from that organization. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively,

you may vote by telephone or over the internet as instructed by your broker or bank. To vote at the Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these materials, or contact your broker or bank to request a proxy form.

On each matter to be voted upon, you have one vote for each share of Semler Scientific Common Stock that you own as of November 19, 2025.

If you are a stockholder of record of Semler Scientific Common Stock and do not vote by telephone, through the internet, by completing and mailing your proxy card after requesting paper copies of these materials or during the virtual Special Meeting, your shares will not be voted.

If you are a beneficial owner of shares of Semler Scientific Common Stock and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares for Proposals 1 and 2 without your instructions, but may vote your shares on Proposal 3 even in the absence of your instruction.

If you vote without marking voting selections, your shares of Semler Scientific Common Stock will be voted, as applicable, “FOR” the Merger Proposal, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal.

Semler Scientific will pay for the entire cost of soliciting proxies. In addition to these materials, Semler Scientific’s directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. Semler Scientific has engaged Innisfree M&A Incorporated (“Innisfree”) to assist in the solicitation of proxies for the Special Meeting. Semler Scientific estimates that it will pay Innisfree a fee of approximately $65,000, plus reasonable out-of-pocket expenses. Semler Scientific may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares of Semler Scientific Common Stock, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy is the one that is counted.

If your shares of Semler Scientific Common Stock are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count votes “For,” “Against,” abstentions and broker non-votes. Abstentions and broker non-votes will not have any effect on Proposals 2 or 3 but will have the same effect as a vote “Against” Proposal 1.

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

The following table summarizes the minimum vote of Semler Scientific Common Stock needed to approve each proposal and the effect of abstentions and broker non-votes.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares of Semler Scientific Common Stock entitled to vote are present or represented by proxy at the Special Meeting. On the record date, there were 15,285,092 shares of Semler Scientific Common Stock outstanding and entitled to vote. Thus, the holders of 7,642,547 shares of Semler Scientific Common Stock must be present or represented by proxy at the Special Meeting to have a quorum.

Your shares of Semler Scientific Common Stock will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairman of the meeting may adjourn the Special Meeting to another date.

Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a current report on Form 8-K that Semler Scientific expects to file within four business days after the Special Meeting. If final voting results are not available to Semler Scientific in time to file a Form 8-K within four business days after the meeting, Semler Scientific intends to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

After you have carefully read this information statement/proxy statement/prospectus and have decided how you wish to vote your shares of Semler Scientific Common Stock, please vote your shares promptly so that your shares are represented and voted at the Special Meeting. If you hold your shares in your name as a stockholder of record, you

must complete, sign, date, and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote in person by attending the Special Meeting. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker. “Street name” stockholders who wish to vote in person at the Special Meeting will need to obtain a legal proxy from the institution that holds their shares.

If you do not vote, it will be more difficult for Semler Scientific to obtain the necessary quorum to hold the Special Meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote “AGAINST” the Merger Proposal.

Semler Scientific Stockholders may receive more than one set of voting materials, including multiple copies of this information statement/proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Semler Scientific Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Semler Scientific Common Stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this information statement/proxy statement/prospectus to ensure that you vote every share of Semler Scientific Common Stock that you own.

Yes. Unless the Merger Agreement is terminated pursuant to its terms before the Semler Scientific Special Meeting, Semler Scientific is required to submit the merger proposal to its stockholders even if the Semler Scientific Board has withdrawn, modified or qualified its recommendation that Semler Scientific Stockholders approve the Merger Agreement.

No, Semler Scientific Stockholders will not be entitled to appraisal rights. For further information, see “The Merger—Appraisal Rights Available to Stockholders.”

Strive and Semler Scientific expect to complete the Merger in January 2026. However, neither Strive nor Semler Scientific can assure you of when or if the Merger will be completed. Semler Scientific must obtain the approval of the Merger Agreement by the Semler Scientific Stockholders at the Special Meeting, and Strive and Semler Scientific also must obtain necessary regulatory approvals in addition to satisfying certain other closing conditions.

If the Merger is not completed, Semler Scientific Stockholders will not receive any consideration for their shares of Semler Scientific Common Stock in connection with the Merger. Instead, Semler Scientific will remain an independent, public company and Semler Scientific Common Stock will continue to be listed and traded on Nasdaq. In addition, if the Merger Agreement is terminated in certain circumstances, a termination fee may be required to be paid by Semler Scientific to Strive. See “The Merger Agreement—Termination of the Merger Agreement” for a complete discussion of the circumstances under which any such termination fee or expense reimbursement amount will be required to be paid.

Strive Stockholders: If you have any questions concerning the Merger or this information statement/proxy statement/prospectus, or if you would like additional copies of this information statement/proxy statement/prospectus, please contact Strive’s Investor Relations department at 200 Crescent Court, Suite 1400, Dallas Texas 75201 or by submitting an inquiry at https://investors.strive.com/ir resources/contact-ir. or toll-free at (855) 427-7360.

Semler Scientific Stockholders: If you have any questions concerning the Merger or this information statement/proxy statement/prospectus would like additional copies of this information statement/proxy statement/prospectus or need help voting your shares of Semler Scientific Common Stock, please contact Semler Scientific’s proxy solicitor, Innisfree, at 501 Madison Avenue, 20^th Floor, New York, NY 10022 or toll-free at +1 (877) 750-8240 (U.S. and Canada) or +1 (412) 232-3651 (all other countries) and banks and brokers may call collect at (212) 750-5833.

This summary highlights selected information contained elsewhere in this information statement/proxy statement/prospectus and may not contain all the information that is important to you with respect to the Merger and the related matters being considered at the Special Meeting. It may not contain all of the information that is important to you. You are urged to carefully read the entire information statement/proxy statement/prospectus in its entirety, including the annexes attached to this information statement/proxy statement/prospectus. Certain items in this summary refer to the page of this information statement/proxy statement/prospectus on which that subject is discussed in more detail.

Strive, Inc.

Strive is a Nevada corporation with principal executive offices located at 200 Crescent Court, Suite 1400, Dallas, Texas 75201. Strive’s fiscal year ends on December 31. Strive Class A Common Stock trades on the Nasdaq Global Market under the symbol “ASST” (File No. 001-41612, CIK 0001920406).

Strive operates as a publicly traded Bitcoin treasury and asset management company, whose primary objectives are to (i) accumulate Bitcoin; (ii) increase Bitcoin exposure; 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. Strive also continues to operate a technology company that provides social media marketing and content delivery services across Discord, TikTok, and other social media platforms.

Strive Merger Sub, Inc.

Merger Sub was formed in the State of Delaware on September 23, 2025 and is a direct, wholly owned subsidiary of Strive. Merger Sub was formed solely for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Merger Agreement and the Merger. At the Effective Time, Merger Sub will merge with and into Semler Scientific, with Semler Scientific surviving the Merger as the surviving corporation and as a direct, wholly owned subsidiary of Strive, subject to the terms and conditions set forth in the Merger Agreement.

Semler Scientific was incorporated in the State of Oregon in August 2007, established C-corporation status in 2012 and reincorporated as a Delaware corporation in September 2013 under the name Semler Scientific, Inc. Semler Scientific is a company that adopted Bitcoin as its primary treasury reserve asset and is one of the leading corporate holders of Bitcoin. In May 2024, Semler Scientific became the second publicly traded company in the United States to adopt a Bitcoin treasury strategy. Semler Scientific intends to strategically acquire additional Bitcoin by using proceeds from equity and debt financings, as well as cash generated from operations. Through Semler Scientific’s healthcare business, it is a pioneer in developing and marketing technology products and services to assist its customers in evaluating and treating chronic diseases. Semler Scientific’s flagship product, QuantaFlo, which is patented and cleared by the U.S. Food and Drug Administration (“FDA”), is a rapid point-of-care test that measures arterial blood flow in the extremities. The QuantaFlo test aids in the diagnosis of cardiovascular diseases, such as peripheral arterial disease (“PAD”).

Semler Scientific’s principal executive offices are located at 51 E Campbell Avenue Suite 107-D, Campbell, California 95008, and its telephone number is (877) 774-4211. Semler Scientific’s website address is

http://www.semlerscientific.com. The information contained on, or that can be accessed through, its website is not a part of this information statement/proxy statement/prospectus. Semler Scientific’s website address is included herein solely as an inactive textual reference.

On September 22, 2025, Strive entered into an Agreement and Plan of Merger with Semler Scientific. Pursuant to the Merger Agreement, Merger Sub will merge with and into Semler Scientific, with Semler Scientific surviving as a wholly owned subsidiary of Strive. The Merger Agreement originally contemplated the Second Merger following the Merger, but the parties decided not to pursue the Second Merger as set forth in the Amendment to the Merger Agreement.

For U.S. federal income tax purposes, the parties intend that the Merger qualify as a “reorganization” under §368(a) of the Code. At the Effective Time, each share of Semler Scientific Common Stock will be converted into the right to receive 21.05 shares of Strive Class A Common Stock.

Completion of the transactions are subject to customary conditions, including (i) the approval of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Semler Scientific Common Stock, (ii) the approval and adoption of Parent Share Issuance by the holders of a majority of the outstanding voting power of the outstanding shares of Strive Common Stock, (iii) the expiration or termination of the HSR waiting period, and (iv) the absence of certain injunctions or governmental actions (subject, for Strive, to a Burdensome Condition (as defined in the Merger Agreement) qualifier at the Effective Time).

A copy of the Merger Agreement is attached as Annex A to this information statement/proxy statement/prospectus. A copy of the Amendment to the Merger Agreement is attached as Annex B to this information statement/proxy statement/prospectus. You should read the Merger Agreement and the Amendment to the Merger Agreement carefully because they are the legal documents that govern the Merger. See “The Merger Agreement”.

At the Effective Time, (i) each share of Semler Scientific Common Stock that is issued and outstanding prior to the Effective Time will be canceled and automatically converted into the right to receive 21.05 shares of Strive Class A Common Stock and (ii) each Semler Scientific Option awarded under either the Semler Scientific 2014 Stock Option and Incentive Plan or the Semler Scientific 2024 Stock Option and Incentive Plan, in each case, as amended from time to time (the “Semler Scientific Stock Plans”) that is outstanding as of the Effective Time (whether vested or unvested) will (A) be converted into a Converted Option if held by any individual other than a Semler Scientific non-employee director and (B) be accelerated as of the Effective Time if held by a Semler Scientific non-employee director whose service to Semler Scientific continues through the Effective Time.

The aggregate number of shares of Strive Class A Common Stock issued to the holders of Semler Scientific Common Stock in respect thereof, together with the number of shares of Strive Class A Common Stock underlying Semler Scientific Options that are converted into Converted Options, in each case, as of the Effective Time, will result in such holders then holding approximately 28% of the number of shares of Strive Class A Common Stock then outstanding based on the number of shares of Strive Common Stock and Semler Scientific Common Stock outstanding on November 19, 2025, assuming no additional issuances of equity by either Strive or Semler Scientific.

In connection with the Merger, each Semler Scientific Option awarded under the Semler Scientific Plans will be treated as follows, in each case, in accordance with the Semler Scientific Plans and the Merger Agreement:

After completion of the Merger, the amended and restated certificate of incorporation attached as Annex C to this information statement/proxy statement/prospectus and the bylaws of Merger Sub in effect immediately prior to the Effective Time will be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation, in each case, until amended in accordance with applicable law and the certificate of incorporation and bylaws, as applicable. After completion of the Merger, the directors and officers of Merger Sub immediately prior to the Effective Time will be the directors and officers, respectively, of the Surviving Corporation, in each case, until their successors are duly elected or appointed and qualified in accordance with applicable law.

The Merger Agreement may be terminated at any time before the completion of the Merger, whether before or after Semler Scientific Stockholders have approved and adopted the Merger Agreement, in any of the following ways:

In the event of a termination of the Merger Agreement under certain circumstances specified in the Merger Agreement, Semler Scientific may be required to pay a termination fee of $49,000,000 to Strive (the “Termination Fee”).

Semler Scientific would be required to pay to Strive the Termination Fee if the Merger Agreement is terminated:

In addition, Semler Scientific would be required to pay to Strive the Termination Fee if (x) (i) Strive or Semler Scientific terminates the Merger Agreement on the basis that the Merger have not been completed on or prior to the End Date, as applicable (without Semler Scientific Stockholder approval of the Merger having been obtained at the time of termination), (ii) Strive or Semler Scientific terminates the Merger Agreement because the Semler Scientific Stockholder approval of the Merger has not been obtained or (iii) Strive terminates the Merger Agreement on the basis of an uncured or incurable breach of representation or warranty, or failure to perform a required covenant, by Semler Scientific (if Semler Scientific Stockholder approval of the Merger has been obtained at the time of the termination, only as a result of a willful breach by Semler Scientific), (y) at or prior to the time of termination, a Company Acquisition Proposal was publicly disclosed or announced (in each case, and not publicly withdrawn) or made known to management or the Semler Scientific Board by a third party (in each case, and not publicly withdrawn), or any third party had publicly announced (in each case, and not publicly withdrawn) an intention (whether or not conditional) to make a Company Acquisition Proposal, and (z) on our prior to the first anniversary after such termination, (1) a transaction related to a Company Acquisition Proposal is consummated or (2) a definitive agreement relating to any Company Acquisition Proposal is entered into by Semler Scientific (with all references to “20%” in the definition of Company Acquisition Proposal being deemed to be references to “50%”).

Except in the case of fraud, in circumstances where the Termination Fee is payable or is paid by Semler Scientific, as discussed under “The Merger Agreement—Termination of the Merger Agreement” beginning on page 161 of information statement/proxy statement/prospectus, such payment will be Strive’s sole and exclusive remedy for damages against Semler Scientific and its respective subsidiaries and their respective former, current or future partners, stockholders, managers, members, affiliates and representatives, and none of Semler Scientific, any of its respective subsidiaries or any of their respective former, current or future partners, stockholders, managers, members, affiliates or representatives, as applicable, will have any further liability or obligation, in each case relating to or arising out of the Merger Agreement or the transactions contemplated by the Merger Agreement.

To the extent that the Termination Fee is not promptly paid by Semler Scientific when due, Semler Scientific is also required to pay any reasonable and documented costs and expenses (including reasonable and documented legal fees and expenses) incurred by Strive in connection with legal action taken to enforce the Merger Agreement that results in a judgment for such amount against the party failing to promptly pay such amount, together with interest on the unpaid fee.

The obligations of each of Semler Scientific, Strive and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver, to the extent permissible under applicable law) of the following conditions:

In addition, the obligations of Strive and Merger Sub to complete the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

In addition, the obligation of Semler Scientific to consummate the Merger is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

The consummation of the Merger is not subject to any regulatory or governmental approvals or filings, other than (i) the filing of a certificate of merger with the Secretary of State of the State of Delaware, (ii) the declaration by the SEC of the effectiveness of the registration statement of which this information statement/proxy statement/prospectus forms a part, and any required notice or other filings under applicable state securities laws, and (iii) the expiration or termination of any applicable waiting period, or any extension thereof, under the HSR Act.

Meeting. The Special Meeting will be held virtually at https://web.viewproxy.com/SMLRSM/2026 on January 13, 2026 at 9:00 a.m. Eastern Time. At the Special Meeting, Semler Scientific Stockholders will be asked to consider and vote on the Merger Proposal, the Compensation Proposal, and, if necessary, the Adjournment Proposal. Under Semler Scientific’s Bylaws, the business to be conducted at the Special Meeting will be limited to the proposals set forth in the notice to its stockholders provided with these materials.

Record Date. The Semler Scientific Board has fixed the close of business on November 19, 2025 as the record date for determination of the stockholders entitled to vote at the Special Meeting, or any adjournment or postponement thereof. Only Semler Scientific Stockholders of record at the record date are entitled to receive notice of, and to vote at, the Special Meeting, or any adjournment or postponement thereof. As of the close of business on the record date, there were 15,285,092 shares of Semler Scientific Common Stock issued and outstanding. Each holder of Common Stock is entitled to one vote per share.

Quorum. At least a majority of the outstanding shares entitled to vote are present or represented by proxy at the Special Meeting. On the record date, there were 15,285,092 shares outstanding and entitled to vote. Thus, the holders of 7,642,547 shares must be present or represented by proxy at the Special Meeting to have a quorum. Abstentions will be deemed present for the purpose of determining the presence of a quorum. Accordingly, you are encouraged to provide voting instructions to your broker, whether or not you plan to attend the Special Meeting. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment of the meeting and will subject Semler Scientific to additional expense.

Required Vote. The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

The Semler Scientific Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to and in the best interest of Semler Scientific Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, (iii) directed that the approval of the Merger and approval and adoption of the Merger Agreement be submitted to a vote at a meeting of Semler Scientific Stockholders and (iv) recommended approval and adoption of the Merger Agreement (including the Merger) by Semler Scientific Stockholders.

The Semler Scientific Board unanimously recommends that Semler Scientific Stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. For the factors considered by the Semler Scientific Board in reaching its decision to adopt the Merger Agreement, see “The Merger—Recommendation of the Semler Scientific Board and Reasons for the Proposals and the Merger”.

On September 22, 2025, at a meeting of the Semler Scientific Board, LionTree rendered an oral opinion to the Semler Scientific Board (which was subsequently confirmed in writing by delivery of LionTree’s written opinion dated September 22, 2025) as to the fairness, from a financial point of view, as of the date thereof, of the Exchange Ratio

pursuant to the Merger Agreement to the holders of Semler Scientific Common Stock (other than Strive and its Affiliates), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion.

LionTree’s opinion was provided to the Semler Scientific Board and only addressed the fairness, from a financial point of view, of the Exchange Ratio pursuant to the Merger Agreement to the holders of Semler Scientific Common Stock (other than Strive and its Affiliates) (without giving effect to any impact of the transactions contemplated by the Merger Agreement (including the Merger) on any particular stockholder of Semler Scientific other than in its capacity as a holder of Semler Scientific Common Stock). The summary of LionTree’s opinion in this information statement/proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex D to this information statement/proxy statement/prospectus and incorporated herein by reference, and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by LionTree in preparing its opinion. However, neither LionTree’s opinion nor the summary of its opinion and the related analyses set forth in this information statement/proxy statement/prospectus constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the Transactions or any other matter.

The Semler Scientific Board and executive officers may have interests in the Transactions that may be different from, or in addition to, those of Semler Scientific Stockholders generally. The members of the Semler Scientific Board were aware of and considered these interests in reaching the determination to approve and adopt the Merger Agreement and other related agreements and recommend to Semler Scientific Stockholders that they vote in favor of the Merger Agreement Proposal and the Adjournment Proposal.

Following the execution of the Merger Agreement, Vivek Ramaswamy, Benjamin Pham, the Ramaswamy 2021 Irrevocable Trust and Cantor Fitzgerald Securities, the holders of shares representing an aggregate of 57.4% of the voting power of the outstanding Strive Common Stock as of September 22, 2025, executed and delivered to Strive the Strive Written Consent approving the Merger Agreement, and the transactions contemplated thereby (including the Merger and the Parent Share Issuance). Following the execution of the Strive Written Consent, Vivek Ramaswamy, Benjamin Pham and the Ramaswamy 2021 Irrevocable Trust, holders of shares of Strive Common Stock as of October 8, 2025 representing an aggregate of 51.46% of the voting power of the outstanding Strive Common Stock, executed and delivered to Strive a written consent approving the Charter Amendment. No further action by any Strive Stockholder is needed to approve the Parent Share Issuance, the Merger Agreement, the Charter Amendment or any other transaction contemplated thereby.

Upon completion of the Merger, we estimate that Semler Scientific’s former stockholders will own approximately 27% of the aggregate number of shares of Strive Common Stock outstanding immediately following the completion of the Merger on a fully diluted basis (after giving effect to the conversion of all shares of Strive Class B Common Stock into shares of Strive Class A Common Stock, but before giving effect to any other issuances or conversions), based on the number of shares of Strive Common Stock and Semler Scientific Common Stock outstanding on November 19, 2025, assuming no additional issuances of equity by either Strive or Semler Scientific. Strive Stockholders will continue to own their existing shares, which will not be affected by the Merger.

At the Effective Time of the Merger, the directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation and the officers of Merger Sub immediately prior to the Effective Time will be the officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable law.

Effective as of the Closing, Strive will cause Eric Semler to become a director on the Strive Board (subject to such individual meeting Nasdaq’s independence criteria), to serve until his or her successor is duly elected or appointed and qualified or until earlier resignation, death or removal.

The Strive Stockholders and Semler Scientific Stockholders are not entitled to dissenter’s rights or appraisal rights in connection with the Merger, the Transactions or any of the Proposals.

Pursuant to the Merger Agreement, the shares of Strive Common Stock to be issued in the Parent Share Issuance must have been approved for listing on Nasdaq, subject to official notice of issuance prior to the completion of the Merger. If the Merger is completed, shares of Semler Scientific Common Stock will no longer be listed on the Nasdaq and will be deregistered under the Exchange Act.

It is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger so qualifies, a U.S. Holder of Semler Scientific Common Stock, generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Semler Scientific Common Stock for shares of Strive Class A Common Stock pursuant to the Merger, except with respect to cash received instead of fractional shares of Strive Class A Common Stock. For further information, see “—Certain U.S. Federal Income Tax Consequences to Holders of Shares of Semler Scientific Common Stock” beginning on page 250.

All holders of Semler Scientific Common Stock should consult their tax advisors for a full understanding of the particular tax consequences of the merger to them.

The Merger will be accounted for as a business combination in accordance with GAAP. Under this method of accounting, Semler Scientific will be treated as the “acquired” company for accounting purposes, and the Merger will be treated consistent with Strive issuing stock for the net assets of Semler Scientific. Because Strive will be treated as the accounting acquirer, Strive’s assets and liabilities will be recorded at their pre-combination carrying amounts. Semler’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. Strive has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

If the Merger is completed, holders of Semler Scientific’s Common Stock will become holders of Strive Class A Common Stock, and their rights will be governed by Strive’s organizational documents, including the Amended & Restated Articles and the Amended & Restated Bylaws. For further information discussing the differences between Semler Scientific’s existing organizational documents and Strive’s organizational documents, see the section titled “Comparison of Stockholder Rights”.

You should carefully read this entire information statement/proxy statement/prospectus and carefully consider the factors discussed in “Risk Factors” in connection with your consideration of the Merger before deciding whether to vote for approval of the Merger Proposal. Below please find a summary of the principal risks related to the Merger, ownership of Strive Common Stock and the business of Semler Scientific and Strive, organized under relevant headings. These risks are discussed more fully in “Risk Factors”.

These risks include, but are not limited to, the following:

Certain existing Strive Stockholders, including Vivek Ramaswamy, entered into the Shareholders’ Agreement and, as of November 19, 2025, collectively beneficially owned more than 50% of the voting power of Strive’s outstanding voting securities. Therefore, as of November 19, 2025, Strive was a “controlled company” within the meaning of the listing rules of Nasdaq. So long as such stockholders collectively beneficially own more than 50% of the voting power of Strive and subject to applicable Nasdaq transition requirements, Strive may rely on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of the Strive Board must be independent directors. Because Strive elected to rely on the “controlled company” exemption, a majority of the members of the Strive Board may not be independent directors, and Strive’s nominating and corporate governance and compensation committees may not consist entirely of independent directors. Strive’s status as a controlled company could cause the shares of Strive Common Stock to be less attractive to certain investors or otherwise harm Strive’s trading price. As a result, Strive Stockholders would not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

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 and Semler Scientific to be accounted for as a business combination, with Strive being deemed the acquiring company for accounting purposes.

Strive was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including, assuming the Merger is consummated: (i) Strive’s existing stockholders are expected to have the greatest voting interest in the combined entity following consummation of the 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 Merger.

The following unaudited pro forma combined consolidated financial statements of Strive are based on the historical financial statements of Strive and Semler Scientific, as adjusted to give effect to Strive’s acquisition of Semler Scientific and certain related transactions.

On May 6, 2025, Strive Enterprises, Inc. (“SEI”) entered into 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, merged with and into SEI, with SEI surviving as a wholly owned subsidiary of Asset Entities. Concurrent with the consummation of the transactions contemplated by the Asset Entities Merger Agreement, Asset Entities was renamed Strive, Inc. (the “Asset Entities Merger”). Because the merger between SEI and Asset Entities was 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, 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 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 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 Merger, 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 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 the 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 information statement/proxy statement/prospectus, unless otherwise noted.

Strive 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 following the Asset Entities Merger. 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 and Semler Scientific entered into the Merger Agreement on September 22, 2025. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of customary closing conditions, Strive Merger Sub, Inc. will merge with and into Semler, with Semler surviving as a wholly owned subsidiary of Strive.

Pursuant to the Merger Agreement, at the Effective Time, each share of Semler Scientific Common Stock issued and outstanding immediately before the Effective Time (other than treasury shares or shares owned directly or indirectly by Strive, Semler Scientific, or Merger Sub immediately prior to the Effective Time) 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 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 Asset Entities Merger 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, 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 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.