Amendment: SEC Form SCHEDULE 13D/A filed by Strive Inc.
$ASST
Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
Strive, Inc. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
862945102 (CUSIP Number) |
Logan Beirne 200 Crescent Court, Suite 1400 Dallas, TX, 75201 (872)-270-5406 Derek Dostal 450 Lexington Avenue, New York, NY, 10017 212-450-4000 Evan Rosen 450 Lexington Avenue, New York, NY, 10017 212-450-4000 Davis Polk & Wardwell LLP 450 Lexington Avenue, New York, NY, 10017 212-450-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Vivek Ramaswamy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,877,929.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Ramaswamy 2021 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
28,378,829.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Matthew Cole | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,560,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
2025-10 Investments LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
74,074.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Logan Beirne | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
428,014.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Virtuous Industries LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,124,899.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Benjamin Pham | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,019,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
LT&C LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
129,630.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 862945102 |
| 1 |
Name of reporting person
Liberty Pier Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,691,901.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Assumes conversion of Class B Common Stock (as defined below) into Class A Common Stock. See Item 5 below.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
Strive, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
200 Crescent Court, Suite 1400, Dallas,
TEXAS
, 75201. | |
Item 1 Comment:
This Amendment No.1 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on September 12, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"). This Amendment is being filed to (i) report that Anson Frericks has delivered a written notice of termination as a party to the Shareholders Agreement, dated September 12, 2025, by and among the Issuer and the Reporting Persons (the "Shareholders Agreement") and, as a result, Mr. Frericks has ceased to be a member of the "group" for purposes of the Securities Exchange Act of 1934 (the "Exchange Act") and is no longer a Reporting Person under the Schedule 13D and (ii) reflect updated percentage of class of securities information of the Reporting Persons as a result of the issuance of shares of Class A Common Stock in connection with the conversion of certain pre-funded warrants of the Issuer. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule 13D is being filed on behalf of Vivek Ramaswamy, Ramaswamy 2021 Irrevocable Trust, Virtuous Industries LLC, Matthew Cole, LT&C LLC, Liberty Pier Foundation, 2025-10 INVESTMENTS LLC, Benjamin Bartley Pham and Logan Beirne (collectively, the "Reporting Persons"). | |
| (b) | Item 2(b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The business address of Mr. Ramaswamy is: C/O Steve Roberts, 853 New Jersey Ave SE, Suite 200- 231, Washington, DC 20003. The business address of Ramaswamy 2021 Irrevocable Trust is: 3711 Kennet Pike, Suite 220, Wilmington, DE 19807. The business address of 2025-10 Investments LLC is: 2120 Olive Street, Apt. 1001, Dallas TX 75201. The business address of LT&C LLC is 3506 Armstrong Avenue, Dallas, Texas 75201. The business address of Virtuous Industries LLC is 9172 W Meadow Drive West Chester, OH 45069. The business address of Liberty Pier Foundation is PO Box 92771, Southlake, TX 76092.The business address of each of the other Reporting Persons is: 200 Crescent Court, Suite 1400, Dallas, Texas 75201. | |
| (c) | Item 2(c) of the Original Schedule 13D is hereby amended and restated in its entirety as follows: The principal occupation of Mr. Ramaswamy is entrepreneur. Ramaswamy 2021 Irrevocable Trust is a trust managed for the benefit of Apoorva Ramaswamy and descendants. Matthew Cole is acting as the Chief Executive Officer of the Issuer. The principal purpose of LT&C LLC is for personal investments. The principal occupation of Logan Beirne is acting as the Chief Legal Officer of the Issuer. The principal purpose of 2025-10 Investments LLC is for personal investments. The principal purpose of Virtuous Industries LLC is for personal investments. The principal purpose of Liberty Pier Foundation is to engage in charitable activities. The manager of 2025-10 Investments LLC, Benjamin Pham, is acting as the Chief Financial Officer of the Issuer. | |
| (f) | Item 2(f) of the Original Schedule 13D is amended and restated in its entirety as follows: See Item 6 of the cover pages to the Amendment. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The following is added to the end of the first paragraph of Item 3 to the Original Schedule 13D: Following the Merger, Mr. Cole transferred a portion of the Class B Common Stock that he acquired in connection with the Merger to each of Virtuous Industries and Liberty Pier Foundation, each of which is a controlled affiliate of Mr. Cole. | ||
| Item 4. | Purpose of Transaction | |
The following is added as the new second paragraph of Item 4 of the Original Schedule 13D: On November 17, 2025, Mr. Frericks delivered a written notice of termination as a party to the Shareholders Agreement. As a result of such notice, Mr. Frericks is (i) no longer party to the Shareholders Agreement, (ii) has ceased to be a member of the group for purposes of Section 13(d)(3) of the Exchange Act and (iii) is no longer a Reporting Person under the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) to the Original Schedule 13D is amended and restated in its entirety as follows: See Items 7-13 of the cover pages to the Amendment and Item 2 of the Schedule 13D (as amended by the Amendment). | |
| (b) | Item 5(b) to the Original Schedule 13D is amended and restated in its entirety as follows: See Items 7-13 of the cover pages to the Amendment and Item 2 of the Schedule 13D (as amended by the Amendment). | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The following is added as the second to last paragraph of Item 6 to the Original Schedule 13D: The Reporting Persons are also party to the Joint Filing Agreement that is included as Exhibit 5 to this Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The following is added as the final line of Item 7 to the Original Schedule 13D: 5. Joint Filing Agreement, of the Reporting Persons, dated as of November 17, 2025, among | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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