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United States securities and exchange commission logo
August 29, 2022
Arshia Sarkhani
Chief Executive Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re: Asset Entities Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August
17, 2022
CIK No. 0001920406
Dear Mr. Sarkhani:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Our references to prior comments refer to comments in our July
14, 2022 letter.
Amendment No. 2 to DRS on Form S-1 submitted August 17, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Comparison of the Three Months Ended June 30, 2022 and 2021, page 33
1. We note that your
revenues decreased 55.9% from $181,041 for the three months ended
June 30, 2021 to
$72,664 for the three months ended June 30, 2022 and that this decrease
was primarily due to a
decrease in subscription revenue. Please revise to further explain
the reasons for this
decrease. For example, please disclose your number of paying
subscribers for each of
these periods and clarify whether there have been any changes
to the prices of your
subscription offerings.
Arshia Sarkhani
Asset Entities Inc.
August 29, 2022
Page 2
General
2. We note your responses to prior comments 4 and 5. We continue to believe
that, based on
the information provided, the services provided by the company may cause
the company
to meet the definition of investment adviser in the Investment
Advisers Act of 1940 (the
"Advisers Act"). In particular, we believe that certain of the content
on the company s
Discord servers, such as trading diaries posted by company personnel,
and other content
available on its social media, may constitute investment advice. We also
reiterate that, in
general, disclaimers do not change the character of the advice provided
for Advisers Act
purposes. Accordingly, please revise statements in the registration
statement that such
content is not investment advice and that the company is not an
investment adviser (see,
e.g., page 11 and page 17). Please also consider making corresponding
changes to the
disclaimers and disclosures on the company s Discord servers and
elsewhere.
3. We acknowledge the company s position that the company may be able to
rely on the
publisher s exclusion contained in the Advisers Act. Please note
that whether the
company can rely on such exclusion will be a facts-and-circumstances
analysis. This
analysis as well as the determination of whether the company is an
investment adviser
will be informed not only by the content and services available to
paid subscribers on
the company s Discord servers, but also on the content and services
available to free
subscribers on such servers, as well as information and services
provided on social media
and elsewhere, in each case whether by the company itself or by its
agents.
4. Please revise the risk factors on page 17, and elsewhere, as follows:
Please refer to the possibility of registration as an investment
adviser in one or more
states, and not solely the SEC.
Please revise references to investment adviser registration as
being burdensome
and, instead, describe, in as much detail as is appropriate, how
such registration may
impact the company s operations or business model.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameArshia Sarkhani
Division of
Corporation Finance
Comapany NameAsset Entities Inc.
Office of
Technology
August 29, 2022 Page 2
cc: Louis Bevilacqua
FirstName LastName