Classover Holdings (KIDZ) pushes SGV registration deadlines to late 2025

Rhea-AI Filing Summary

Classover Holdings, Inc. reports that it has amended the timing requirements in its registration rights arrangements related to senior secured convertible notes held by Solana Growth Ventures LLC. The company and SGV first extended the original deadlines in July 2025, lengthening the time allowed to file and obtain effectiveness of a registration statement for the underlying securities. On September 16, 2025, they entered into a second waiver agreement that further extends the Filing Deadline to October 31, 2025 and the Effectiveness Deadline to December 31, 2025. These changes give the company additional time to complete the registration process for the securities tied to the notes while keeping the existing financing structure in place.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 16, 2025 (June 6, 2025)

CLASSOVER HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-42588		99-2827182
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

450 7th Avenue, Suite 905 New York, New York		10123
(Address of Principal Executive Offices)		(Zip Code)

(800) 345-9588

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share		KIDZ		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share		KIDZW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on June 6, 2025, Classover Holdings, Inc. (the “Company”) and Solana Growth Ventures LLC (“SGV”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”) providing for certain registration rights with respect to certain securities underlying senior secured convertible notes of the Company. On July 18, 2025, the parties entered into a waiver agreement pursuant to which (x) the Filing Deadline (as defined in the Registration Rights Agreement) was extended from 45 calendar days after the Closing Date (as defined in the Registration Rights Agreement) to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline (as defined in the Registration Rights Agreement) was extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date.

On September 16, 2025, the Company and SGV entered into a second waiver agreement pursuant to which (x) the Filing Deadline was extended from 75 calendar days after the Closing Date to October 31, 2025 and (y) the Effectiveness Deadline was extended from 150 calendar days after the Closing Date to December 31, 2025.

The foregoing description of the second waiver to the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the waiver, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Second Waiver Agreement
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLASSOVER HOLDINGS, INC.
Dated: September 17, 2025	By:	/s/ Hui Luo
		Name: Hui Luo
		Title: Chief Executive Officer

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FAQ

What did Classover Holdings (KIDZ) disclose in this 8-K filing?

Classover Holdings disclosed that it entered into a second waiver agreement with Solana Growth Ventures LLC to further extend the deadlines under a Registration Rights Agreement covering securities underlying its senior secured convertible notes.

Which deadlines were extended for Classover Holdings (KIDZ)?

The Filing Deadline for the related registration statement was extended to October 31, 2025, and the Effectiveness Deadline was extended to December 31, 2025.

Who is Solana Growth Ventures LLC in relation to Classover Holdings (KIDZ)?

Solana Growth Ventures LLC (SGV) is the counterparty to Classover Holdings in the Registration Rights Agreement, holding registration rights for securities underlying the company’s senior secured convertible notes.

Does the waiver agreement change the securities themselves for Classover Holdings (KIDZ)?

The disclosure focuses on extending the timing of the Filing and Effectiveness Deadlines under the Registration Rights Agreement; the description does not state changes to the underlying securities.

Where can investors find the full terms of the second waiver agreement with SGV?

The full text of the second waiver agreement is filed as Exhibit 10.1 to this report and is incorporated by reference.

What securities of Classover Holdings (KIDZ) are listed on Nasdaq?

Classover Holdings lists its Class B Common Stock under the symbol KIDZ and its redeemable warrants under the symbol KIDZW on The Nasdaq Stock Market LLC.