Classover Completes Initial SOL Purchase and Enters into New Purchase Agreement to Sell up to $500 Million of Notes to Accelerate SOL Treasury Strategy

Rhea-AI Summary

Classover Holdings (NASDAQ: KIDZ) has entered into a securities purchase agreement with Solana Growth Ventures LLC for up to $500 million in senior secured convertible notes to build a SOL-based treasury reserve. The initial funding of $11 million is pending customary closing conditions. The notes are convertible to Class B common stock at 200% of the closing price. The company must allocate 80% of net proceeds to SOL purchases. This agreement, combined with a previous $400 million equity purchase agreement, brings total potential financing to $900 million. Classover has already purchased 6,472 SOL for approximately $1.05 million as part of its strategy to acquire, hold, and stake Solana tokens. Chardan serves as financial advisor and sole placement agent for the offering.

Positive

• Secured up to $500 million in convertible notes financing for SOL acquisition strategy
• Combined potential financing capacity increased to $900 million with previous equity purchase agreement
• Already initiated SOL reserve strategy with purchase of 6,472 SOL ($1.05 million)
• High conversion price at 200% of stock price protects against immediate dilution

Negative

• Significant debt addition through convertible notes could impact financial stability
• 80% allocation requirement to SOL purchases limits operational flexibility
• High exposure to crypto market volatility through SOL-based treasury strategy
• Potential future dilution if notes are converted to common stock

Insights

Blockchain Finance Specialist

Classover's $500M convertible note deal for SOL treasury strategy marks a bold corporate treasury diversification with significant dilution potential.

Classover Holdings has made a significant strategic pivot by entering a $500 million convertible notes agreement explicitly for building a Solana-based treasury reserve. This follows an initial purchase of 6,472 SOL tokens worth approximately $1.05 million, indicating this isn't merely exploratory but a committed direction.

The financial structure merits close examination. The $500 million convertible notes arrangement, starting with an initial $11 million funding, complements a previously announced $400 million equity purchase agreement. This brings Classover's potential financing capacity for SOL acquisition to $900 million – an extraordinary sum for a company in the education technology sector.

The conversion terms are particularly notable: the notes can convert to Class B common stock at 200% of the closing price on the day before closing. While this premium protects against immediate dilution, the substantial size of the potential financing relative to Classover's market capitalization suggests significant potential future dilution if fully executed and converted.

The requirement to allocate 80% of net proceeds toward SOL purchases represents an exceptionally aggressive treasury diversification strategy. This positions Classover among the first publicly-traded companies to directly integrate a non-Bitcoin cryptocurrency into treasury operations at scale.

The company's additional exploration of "acquiring discounted blocks of locked tokens" indicates a sophisticated approach to token acquisition, potentially leveraging market inefficiencies but also possibly increasing risk exposure through less liquid positions.

NEW YORK, NY / ACCESS Newswire / June 2, 2025 / Classover Holdings, Inc. (Nasdaq:KIDZ, KIDZW) ("Classover" or the "Company"), a leading provider of live, interactive online learning, today announced it has entered into a securities purchase agreement with Solana Growth Ventures LLC for the issuance of up to $500 million in senior secured convertible notes, advancing its strategic initiative to build a Solana (SOL)-based treasury reserve

Key Highlights:

- The securities purchase agreement provides for the issuance of up to $500 million in senior secured convertible notes. An initial closing and funding of $11 million is expected to occur promptly after customary closing conditions have been satisfied.

- The notes may be converted by the holder into the Company's Class B common stock at an initial conversion price equal to 200% of the closing price of the Company's Class B common stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the notes.

- Under the agreement, Classover is required to allocate up to 80% of the net proceeds toward purchases of SOL (Solana), subject to certain terms and limitations.

- This new agreement complements Classover's previously announced $400 million equity purchase agreement, increasing the Company's total potential financing capacity to $900 million, dedicated to supporting its SOL acquisition strategy.

- Prior to this agreement, Classover had already initiated its SOL reserve strategy, having purchased 6,472 SOL for approximately $1.05 million - marking the first step in its long-term strategy to acquire, hold, and stake Solana ("SOL") tokens.

The Company is also exploring opportunities for acquiring discounted blocks of locked tokens, as part of its broader accumulation and treasury strategy.

Ms. Luo, Chief Executive Officer of Classover Holdings, stated "This agreement marks a significant milestone in the Company's strategic initiative to build a SOL-based treasury reserve. By entering into this agreement, Classover reaffirms its strong commitment to becoming a leader in blockchain-aligned financial strategy and positioning itself among the first publicly traded companies to directly integrate SOL into its treasury operations."

Chardan is acting as the financial advisor and sole placement agent in connection with the offering.

For additional information on the purchase agreement and terms of the notes and related transactions, see Classover's Current Report on Form 8-K, which will be filed promptly, and which can be obtained, without charge, at the Securities and Exchange Commission's internet site (http://www.sec.gov).

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Classover, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Classover

Founded in 2020 and headquartered in New York, Classover has rapidly emerged as a leader in educational technology, specializing in live online courses for K-12 students worldwide. Offering a diverse curriculum tailored to different learning levels and interests, Classover empowers students through personalized instruction, innovative course design, and cutting-edge AI technology. From creativity-driven programs to competitive test preparation, Classover is dedicated to redefining education through accessible, high-quality learning experiences.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover's current beliefs, expectations and assumptions regarding the future of Classover's business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover's control including, but not limited to: Classover's ability to execute its business model, including obtaining market acceptance of its products and services; Classover's financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover's ability to maintain the listing of its securities on Nasdaq; changes in Classover's strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover's ability to attract and retain a large number of customers; Classover's future capital requirements and sources and uses of cash; Classover's ability to attract and retain key personnel; Classover's expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; and the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those risks and uncertainties indicated in the definitive proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Classover in connection with its previously consummated business combination with Battery Future Acquisition Corp. Classover's actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts:

Classover Holdings Inc.
ir@classover.com
800-345-9588

SOURCE: Classover Holdings, Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size of Classover's (KIDZ) new convertible notes agreement with Solana Growth Ventures?

Classover has entered into a securities purchase agreement for up to $500 million in senior secured convertible notes with Solana Growth Ventures LLC.

How much SOL has Classover (KIDZ) already purchased for its treasury?

Classover has already purchased 6,472 SOL tokens for approximately $1.05 million as part of its initial treasury strategy.

What is the conversion price for Classover's (KIDZ) new convertible notes?

The notes can be converted into Class B common stock at an initial conversion price equal to 200% of the closing price of the stock on the trading day before the closing date.

How much of the proceeds must Classover (KIDZ) allocate to SOL purchases?

Under the agreement, Classover is required to allocate up to 80% of the net proceeds toward purchases of SOL (Solana).

What is Classover's (KIDZ) total potential financing capacity after this agreement?

The total potential financing capacity is $900 million, combining the new $500 million convertible notes agreement with a previous $400 million equity purchase agreement.