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Classover Holdings, Inc. (KIDZW) has called a virtual special meeting for July 18, 2025 to seek stockholder approval for two pivotal capital-structure actions.
Proposal 1 – “Nasdaq Proposal”: authorizes the issuance of Class B common stock above the 19.99% threshold required by Nasdaq rules in connection with (i) a $400 million Equity Purchase Facility Agreement (EPFA) with Solana Strategic Holdings LLC and (ii) up to $500 million of senior secured convertible notes under a May 30, 2025 Securities Purchase Agreement. Both agreements allow issuance below the Nasdaq “Minimum Price” and could trigger a change of control, hence the need for shareholder consent.
Proposal 2 – “Authorized Share Proposal”: amends the certificate of incorporation to raise authorized Class B shares from 450 million to 2 billion. The board says the additional capacity will (1) cover all shares issuable under the EPFA and note conversions and (2) support future financing, equity compensation and strategic M&A.
Voting dynamics: CEO & Chair Hui Luo owns all 6.54 million Class A shares (25 votes each) plus 522.8 k Class B shares, giving management roughly 91% of total voting power. A Voting Agreement obligates Luo to vote “FOR” both items, effectively guaranteeing passage.
Capital & structural implications:
- The EPFA allows discounted share sales at 95% of the lowest VWAP over the prior three trading days, incentivising rapid resale by the investor.
- The notes are senior, secured by all company assets (including crypto holdings) and prohibit cash dividends while outstanding.
- If approved, common shareholders face potentially massive dilution and a decline in per-share voting and economic interests.
Strategic rationale & risks: Proceeds back a “Solana-centric” digital-asset treasury strategy that includes buying, staking and validator operations. The proxy enumerates extensive risks: crypto price volatility, potential classification of SOL as a security, 1940 Act “investment company” issues, custody & cyber-security exposure, restrictive debt covenants and dilution. Failure to obtain approval would cap issuances at 19.99%, limit access to capital, and force repeated shareholder meetings.
Board recommendation: vote FOR both proposals.
Classover Holdings, Inc. (Nasdaq: KIDZW) has filed a Preliminary Proxy Statement (Schedule 14A) to convene a virtual special meeting on July 18, 2025. Stockholders of record as of June 23, 2025 (6,535,014 Class A and 17,258,473 Class B shares outstanding) will vote on two critical capital-structure proposals.
1 – Nasdaq Proposal. The Company seeks approval to issue additional Class B common shares under (i) an Equity Purchase Facility Agreement (EPFA) dated April 30, 2025 with Solana Strategic Holdings LLC and (ii) a Securities Purchase Agreement dated May 30, 2025 with Solana Growth Ventures LLC. Because the issuances could exceed 19.99 % of outstanding shares and occur below Nasdaq’s “Minimum Price,” as well as potentially trigger a change-of-control under Listing Rules 5635(d) and 5635(b), shareholder approval is mandatory for Nasdaq compliance.
2 – Authorized Share Proposal. Management proposes amending the charter to lift the authorized Class B share cap from 450 million to 2.0 billion. The increase would (a) cover all shares required by the EPFA and Note Purchase Agreement and (b) provide headroom for future financings, equity compensation, or strategic acquisitions.
Governance and Voting Dynamics. Chairwoman & CEO Hui Luo and other insiders control ~28 % of the economic ownership but ~91 % of total voting power. Under a Voting Agreement signed with the Note Investor, the Majority Holder has committed to vote “FOR” both items, effectively guaranteeing passage without minority support.
Strategic Rationale. Management plans to deploy a substantial portion of EPFA proceeds into a Solana-centric digital asset treasury strategy—including long-term SOL purchases, staking, and validator operations—aimed at generating staking rewards and supporting network security.
Board Recommendation. After reviewing financing needs and Nasdaq requirements, the Board unanimously determined both proposals are in the best interests of the Company and shareholders and urges votes “FOR” each item.
Key Dates & Mechanics. • Record date: June 23, 2025 • Virtual meeting: July 18, 2025 at 10:00 a.m. ET • Failure to vote or give broker instructions counts as “AGAINST.” Proxy materials are available online and by request.
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