Classover Holdings Enters into $400 Million Equity Purchase Facility Agreement to Launch SOL-Based Treasury Strategy
- Secured $400 million equity purchase facility for treasury expansion
- Strategic positioning as one of the first public companies to integrate SOL tokens
- Additional revenue stream through SOL staking rewards
- Partnership with established digital asset advisors and industry leaders
- Potential for balance sheet enhancement through SOL appreciation
- Exposure to volatile cryptocurrency market risks
- Significant shift from core education business model
- Potential shareholder dilution from equity facility
- Regulatory uncertainties surrounding crypto treasury holdings
Insights
Classover's $400M equity facility to fund SOL-based treasury strategy represents a high-risk, high-potential financial pivot for an education company.
Classover Holdings has secured a substantial
The facility structure is notable for two key aspects: it provides significant capital flexibility while potentially introducing share dilution effects for existing investors. However, the more transformative element is the company's intention to use these funds to purchase and hold SOL tokens as primary corporate reserve assets—replacing traditionally conservative treasury instruments with a volatile digital asset.
This represents a material departure from standard treasury management practices where companies typically hold cash equivalents and short-term securities. By integrating cryptocurrency as a significant treasury component, Classover is deliberately increasing its balance sheet volatility exposure in exchange for potential appreciation and staking yields.
The company's plan to operate validator nodes adds a potential revenue stream through staking rewards, but also introduces operational complexities and technical risks outside Classover's core educational competencies. The appointment of Chaince Securities with partners including BitGo suggests implementation of institutional-grade security practices essential for this strategic shift.
This announcement positions Classover among the first non-crypto Nasdaq companies to not only hold digital assets but actively participate in network validation—a pioneering but untested corporate finance approach that fundamentally transforms its risk profile.
Classover's Solana integration goes beyond typical corporate crypto adoption with active validator participation, representing legitimate network engagement beyond speculative holding.
Classover's announced Solana treasury strategy represents one of the most technically comprehensive blockchain adoptions by a non-crypto public company to date. Unlike companies that have simply purchased Bitcoin as passive reserve assets, Classover is committing to active ecosystem participation through validator node operation—a fundamental distinction in approach.
Solana's technical architecture makes it notably different from Bitcoin as a treasury asset. Its proof-of-stake consensus mechanism enables the planned validator operations while offering theoretical throughput exceeding 65,000 transactions per second. This positions SOL as both a potential store of value and a productive asset generating approximately
The validator operation component is particularly significant from a technical perspective, as it requires specialized infrastructure, security protocols, and operational expertise. By running validators, Classover would contribute to network decentralization while generating staking rewards that compound their holdings—creating a potential virtuous cycle for their treasury strategy.
However, this approach introduces technical considerations beyond simple asset holding. Validator performance requirements, slashing risks (penalties for downtime or improper operation), and Solana's historical network stability challenges must be managed effectively.
The engagement of crypto-specialized partners including BitGo for custody solutions indicates Classover is implementing institutional-grade technical infrastructure—essential given the unique security requirements of managing digital assets at a corporate treasury level. This comprehensive approach differentiates their strategy from superficial blockchain adoption seen elsewhere in public markets.
NEW YORK, NY / ACCESS Newswire / May 1, 2025 / Classover Holdings, Inc. (Nasdaq:KIDZ)(Nasdaq:KIDZW) ("Classover" or the "Company"), a leading provider of live, interactive online learning, today announced that it has entered into an Equity Purchase Facility Agreement with Solana Strategies Holdings LLC providing for the sale by the Company of up to
Proceeds from the facility will be used to support the Company's Solana-centric digital asset treasury strategy as well as for working capital and strategic acquisitions. Under this initiative, Classover will, subject to certain limitations, allocate a significant portion of the proceeds received from the sale of any shares under the facility to the purchasing, long-term holding, and staking of Solana ("SOL") tokens - positioning itself among the first publicly traded companies to integrate SOL directly into its core treasury operations. In addition, the Company plans to operate SOL validator nodes to contribute to the network's decentralization and security while generating on-chain staking rewards.
The Company's asset treasury strategy reflects its commitment to innovation and forward-looking asset management. Key initiatives under the strategy include:
Acquiring and holding SOL as a primary corporate reserve asset;
Operating SOL validators to earn staking rewards and contribute to the network's security and decentralization; and
Reinvesting staking yields to further expand the Company's SOL holdings and strengthen its engagement within the SOL ecosystem.
By adopting SOL as its core reserve asset, Classover aims to enhance its balance sheet with a high-performance, scalable digital asset, while strategically aligning itself with the growing decentralized finance (DeFi) economy.
To support the execution and governance of its SOL-focused treasury strategy, Classover has appointed Chaince Securities LLC, a wholly owned subsidiary of Mercurity Fintech Holding Inc. (Nasdaq:MFH), as its digital asset strategic advisor.
Through Mercurity Fintech's industry partners, including Samara Alpha Management, Blockstone Capital and BitGo, Chaince Securities will provide comprehensive strategic and operational advisory services to the Company, including:
Advising on the structuring and deployment of the Company's SOL-based digital asset treasury;
Assisting in the design, operation, and optimization of SOL validator nodes to maximize staking rewards;
Providing risk management oversight and implementing industry best practices for digital asset portfolio management; and
Evaluating and advising on strategic alternatives, partnerships, and growth opportunities within the digital asset and blockchain ecosystem.
Wilfred Daye, Chief Strategic Officer of MFH and CEO of Chaince Securities, LLC, commented:
"Classover's adoption of Solana as a treasury reserve asset sets a new standard for corporate blockchain strategy. We are proud to partner with Classover on this initiative and help position the Company at the forefront of institutional blockchain adoption. We believe Classover's forward-thinking approach will drive long-term shareholder value and broaden the acceptance of digital assets across the corporate sector."
Stephanie Luo, Chief Executive Officer of Classover, added:
"At Classover, innovation is at the core of everything we do - whether in education or corporate finance. By anchoring our treasury in Solana, we are embracing transformative technology that enhances our agility and strengthens our balance sheet for the future. We believe this strategy not only strengthens our financial foundation but also positions Classover as a pioneer in blockchain integration among publicly traded companies, creating meaningful long-term value for our shareholders."
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: the ability of Classover to achieve the anticipated benefits of its recently completed business combination with Battery Future Acquisition Corp. ("BFAC"); Classover's inability to maintain the listing of its securities on Nasdaq following the business combination; 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; 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 Holdings, Inc. in connection with its business combination with BFAC. 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.
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