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. 2)
|
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) |
12/15/2025 (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)
14.2 % | ||||||||
| 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)
4.0 % | ||||||||
| 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
7,827,024.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.1 % | ||||||||
| 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
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 |
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
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
366,709.00 | ||||||||
| 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)
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)
0.5 % | ||||||||
| 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. 2 (this "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 Amendment No. 1 to the Original Schedule 13D filed on November 17, 2025 (" Amendment No. 1"), and this Amendment, (the "Schedule 13D"). This Amendment is being filed to reflect (i) 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 and (ii) additional acquisitions of shares of Class A Common Stock by certain Reporting Persons. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the 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 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). | |
| (c) | Item(c) to the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof: Since the filing of Amendment No. 1, Matthew Cole and LT&C LLC each acquired shares of Class A Common Stock. On December 15, 2025, Matthew Cole and LT&C LLC each acquired 278,116 and 237,079 shares of Class A Common Stock, respectively. Such transactions were effected through brokerage accounts at share prices ranging from $0.79 to $0.81. | |
| 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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