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United States securities and exchange commission logo
June 13, 2024
Matthew Krueger
Chief Financial Officer
Asset Entities Inc.
100 Crescent Ct, 7th Floor
Dallas, TX 75201
Re: Asset Entities Inc.
Registration
Statement on Form S-1
Filed June 7, 2024
File No. 333-280020
Dear Matthew Krueger:
We have conducted a limited review of your registration statement
and have the
following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1. We note that you are
registering the resale of 7,594,521 of the shares of Class B Common
Stock issuable upon the
conversion of a variable amount of the 165 Series A Preferred
Stock issued to Ionic
Ventures, LLC in connection with a securities purchase agreement
dated May 24, 2024, and
that it represents the first of two expected transactions. Given the
size and nature of the
resale offering relative to the outstanding shares of common stock
held by non-affiliates,
it appears that this transaction may be an indirect primary offering
by or on behalf of the
company. Please provide us with your detailed legal analysis as to
why the transaction
covered by the registration statement should be regarded as a
secondary offering that
is eligible to be made on a delayed or continuous basis under Rule
415(a)(1)(i) of the
Securities Act rather than a primary offering in which the selling
shareholder is acting
as an underwriter selling on your behalf. For guidance, please refer
to Question 612.09 of
the Securities Act Rules Compliance and Disclosure Interpretations.
Matthew Krueger
Asset Entities Inc.
June 13, 2024
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at
202-551-
3334 with any other questions.
Sincerely,
FirstName LastNameMatthew Krueger
Division of
Corporation Finance
Comapany NameAsset Entities Inc.
Office of Technology
June 13, 2024 Page 2
cc: Louis A. Bevilacqua, Esq.
FirstName LastName