Classover Holdings, Inc. SEC Filings

Classover Holdings, Inc. (KIDZ) reported that on November 21, 2025 it received a deficiency notice from Nasdaq because the bid price of its Class B common stock had been below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). The company has 180 calendar days, until May 20, 2026, to regain compliance by maintaining a bid price of at least $1.00 for a minimum of ten consecutive business days.

If the company fails to regain compliance in this period, it may qualify for an additional 180-day extension if it meets certain Nasdaq requirements. If it cannot cure the deficiency within the allowed time, its securities could be delisted from Nasdaq. For now, the company’s Class B common stock and redeemable warrants continue to trade under the symbols KIDZ and KIDZW without interruption.

Classover Holdings, Inc. (KIDZ) has called a virtual special meeting in 2025 to ask stockholders to approve three key items: a move of its place of incorporation from Delaware to Nevada, adoption of a new 2025 Long-Term Incentive Equity Plan, and a reverse stock split of all outstanding Class A and Class B common stock at a yet-to-be-determined ratio.

Class A common stock carries 25 votes per share, while Class B common stock and Series A preferred stock carry one vote per share. On the record date, shares held by officers, directors and their affiliates represented a large portion of both outstanding stock and voting power, so the company states it will not need additional stockholder support for approval.

The board argues Nevada law should lower franchise tax costs and provide broader liability protections for directors and officers, without changing the company’s business or management. The new equity plan reserves an initial pool of Class B shares and can automatically increase to 5% of outstanding Class B common stock at multiple market capitalization milestones from $50 million up to $5.0 billion.

Classover Holdings, Inc. filed its Q3 2025 report, showing higher quarterly sales but income driven largely by non-operating items. Revenue for the quarter was $1,287,638, up from $978,934 a year ago, with gross profit of $899,024 and a 70% gross margin. Operating loss was $604,893, but net income reached $2,520,989, primarily from a $3,159,986 increase in the fair value of crypto assets and a $910,799 gain on warrants, partly offset by a $(249,508) loss on convertible notes remeasurement and $663,597 in taxes.

As of September 30, 2025, cash was $3,428,824, total assets $22,646,981, total liabilities $17,246,946, and stockholders’ equity $5,400,035. The company held 56,909 Solana tokens valued at $8,553,600 and recorded staking rewards of $157,405 year-to-date. Management disclosed that continuing losses raise substantial doubt about its ability to continue as a going concern, citing recent funding: $1,075,936 from the de‑SPAC trust, $4,700,000 from PIPE investors, an equity purchase facility up to $400 million, and senior secured convertible notes with an initial $11,000,000 issued on June 6, 2025.

Shares outstanding as of November 12, 2025 were 6,535,014 Class A and 21,493,518 Class B common shares.

Classover Holdings, Inc. (KIDZ) furnished an 8-K announcing it issued a press release with financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.

The company stated the information under Item 2.02, including Exhibit 99.1, is furnished, not filed, and is not deemed incorporated by reference except as expressly stated.

Classover Holdings, Inc. (Nasdaq: KIDZ) filed a Rule 424(b)(3) prospectus covering the resale, from time to time, by selling securityholders of up to 534,740 shares of Class B common stock.

The company will not receive any proceeds from these sales; selling holders may dispose of shares using methods described in “Plan of Distribution.” Classover’s common stock and public warrants trade on Nasdaq under KIDZ and KIDZW. On November 11, 2025, the last reported prices were $0.572 per share and $0.0595 per warrant.

Classover is an emerging growth and smaller reporting company. The prospectus highlights risks typical for early‑stage issuers and notes exposure to its digital‑asset treasury strategy centered on Solana, along with going‑concern and internal control considerations.

Classover Holdings, Inc. (Nasdaq: KIDZ) filed a preliminary S-1 registering the resale of up to 534,740 shares of Class B common stock by selling stockholders. The company will not receive any proceeds from these sales; proceeds, if any, go to the selling holders.

The shares may be sold from time to time using the methods described under “Plan of Distribution.” KIDZ and its public warrants trade on Nasdaq under “KIDZ” and “KIDZW.” On October 23, 2025, the last reported prices were $0.7448 per share and $0.0657 per warrant.

The prospectus also highlights business risks typical for an emerging growth company and notes exposure to digital asset treasury activities, including staking on the Solana network, alongside previously disclosed going concern uncertainties.

Classover Holdings, Inc. (KIDZ) filed a 424(b)(3) prospectus registering the resale of up to 31,627,668 shares of Class B common stock by selling securityholders. The registration covers 29,168,390 shares issuable upon conversion of senior secured convertible notes, 920,000 shares issued under the 2024 Long-Term Incentive Equity Plan, and 1,539,278 shares held by the APA Seller, including 739,278 shares issuable upon exercise of pre-funded warrants.

The company states it will not receive proceeds from any sales under this prospectus; if Notes are converted, the underlying debt would be extinguished. Sales may occur from time to time by the holders using methods described in the Plan of Distribution. Classover’s common stock and public warrants trade on Nasdaq as “KIDZ” and “KIDZW.”

Beyond the registration, Classover outlines a Solana-centric digital asset treasury strategy, disclosing that as of September 30, 2025, it had acquired 57,110 SOL for approximately $8.55 million and staked its holdings across multiple providers with disclosed commission terms. The filing also summarizes risk factors, including competition, operational execution, internal control remediation, and going concern uncertainties.

Classover Holdings (KIDZ) entered exchange agreements effective October 9, 2025 with two unaffiliated investors to simplify its capital structure. The investors agreed to deliver an aggregate 62,068 shares of Series A Preferred Stock for cancellation, and the Company agreed to issue an aggregate 596,808 shares of Class B common stock in exchange.

The issuance was conducted as an exempt transaction under Section 3(a)(9) of the Securities Act, which permits exchanges of securities with existing holders. The Company describes the agreements in Item 1.01 and incorporates them by reference in Item 3.02. A form of the exchange agreement is filed as Exhibit 10.1.

Classover Holdings, Inc. reported continued operating losses and multiple financing transactions following its business combination with BFAC on April 4, 2025. The company recorded losses of $3,866,169 for the three months ended June 30, 2025 and $4,163,376 for the six months ended June 30, 2025, and states these continuing losses raise substantial doubt about its ability to continue as a going concern. The company received $1,075,936 from BFAC’s trust at closing and an aggregate of $4,700,000 from PIPE investors. It entered an equity purchase facility (FPFA) for up to $400,000,000 and a Securities Purchase Agreement to potentially issue up to $500,000,000 in senior secured convertible notes, with an initial notes closing of $11,000,000 on June 6, 2025. The company completed an acquisition with total consideration of approximately $5,775,000 and issued equity-based compensation totaling 920,000 shares to employees and advisors. Management believes available cash, the FPFA, and notes capacity are sufficient to meet obligations for the next twelve months.