Corporate Action Form 8 K

Item 3.03 Material Modification to Rights of Security Holders.

On September 4, 2024, Asset Entities Inc., a Nevada corporation (the "Company"), filed an amendment (the "Second Amended Designation") to the Certificate of Designation of Series A Convertible Preferred Stock of the Company (as amended, the "Certificate of Designation"), which amended the original Certificate of Designation, as amended by the Certificate of Amendment to Designation of Series A Convertible Preferred Stock of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 14, 2024, by providing that amendments may be made to the beneficial ownership limitation provisions of the Certificate of Designation. The Second Amended Designation became effective immediately upon filing.

Immediately after the filing of the Second Amended Designation, on September 4, 2024, the Company filed an amendment (the "Third Amended Designation") to the Certificate of Designation to amend the conversion and beneficial ownership limitation provisions of the Certificate of Designation. The conversion provisions were amended to provide that a holder of Series A Convertible Preferred Stock, $0.0001 par value per share (the "Series A Preferred Stock"), is not prohibited from delivering a Conversion Notice (as defined by the Certificate of Designation) while another Conversion Notice remains outstanding. The beneficial ownership provisions were amended to provide that any conversion of shares of Series A Preferred Stock that would result in the holder beneficially owning in excess of 4.99% of the shares of Class B Common Stock, $0.0001 par value per share ("Class B Common Stock"), will not be effected, and the shares of Class B Common Stock that would cause such excess will be held in abeyance and not issued to the holder until the date the Company is notified by the holder that its ownership is less than 4.99%, at the applicable Conversion Price (as defined by the Certificate of Designation), and subject to the holder's compliance with other applicable procedural requirements for conversion. The Third Amended Designation became effective immediately upon filing.

The Second Amended Designation and the Third Amended Designation are filed as Exhibit 3.1 and Exhibit 3.2 to this Current Report on Form 8-K, respectively, and the description above is qualified in its entirety by reference to the full text of such exhibits.