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Classover Holdings, Inc. completed its business combination with BFAC on April 4, 2025 and received $1,075,936 from BFAC's trust account. The company raised $4,700,000 from PIPE investors and has an equity purchase facility agreement (FPFA) with Solana Strategic Holdings LLC for up to $400,000,000 in newly issued Class B common stock. The company entered a Securities Purchase Agreement allowing up to $500,000,000 in senior secured convertible notes and closed an initial $11,000,000 of those Notes on June 6, 2025. For the three months ended June 30, 2025, the company reported a loss of $3,866,169 and for the six months ended June 30, 2025 a loss of $4,163,376, and management discloses substantial doubt about continuation as a going concern but believes available capital and facilities are sufficient for the next twelve months.
The company acquired intellectual property from Silver Run Group/Deer Creek IP for total consideration of approximately $5,775,000 including cash of $1,250,000, issuance of 800,000 Class B shares valued at $2,352,000, and pre-funded warrants for 739,278 shares. As of June 30, 2025, uninsured cash deposits totaled $5,188,733. The filing discloses risks including regulatory uncertainty around Solana and dilution from equity and warrant issuances.
Classover Holdings, Inc. (KIDZW) completed a business combination with BFAC on April 4, 2025 and closed a PIPE financing. The company reported continuing operating 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, which raise substantial doubt about its ability to continue as a going concern. Post-combination cash inflows include $1,075,936 from BFAC’s trust account and $4,700,000 from PIPE investors. The company entered an equity purchase facility (FPFA) for up to $400 million with Solana Strategic Holdings LLC and a Securities Purchase Agreement to sell up to $500 million in senior secured convertible notes, with an initial notes closing of $11 million on June 6, 2025. The company acquired intellectual property via an APA to support its online K-12 enrichment platform and purchased IP from Silver Run Group for total consideration of approximately $5,775,000 (including cash and equity components). Equity activity includes issuance and exchanges of Class A and Class B shares, grants of equity-based compensation totaling 920,000 shares granted to employees and an advisor, and outstanding share counts including 6,535,014 Class A and 5,964,986 Class B shares. Management believes current cash, the FPFA and available note financings are sufficient to meet obligations for the next twelve months, and financial statements are prepared on a going concern basis.
Classover Holdings, Inc. reported continuing losses and completed a 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, compared with losses of $172,819 and $339,908 in the comparable 2024 periods. Management states these continuing losses raise substantial doubt about the company’s ability to continue as a going concern.
The company received $1,075,936 from BFAC’s trust following the combination and an aggregate of $4,700,000 from PIPE investors. It entered an equity purchase facility agreement for up to $400 million of Class B common stock and a securities purchase agreement permitting up to $500 million of senior secured convertible notes; an initial closing of $11 million of Notes occurred on June 6, 2025. The company reported a cash balance of $5,188,733 that was uninsured as of June 30, 2025.
Highbridge Capital Management, LLC filed a Schedule 13G reporting beneficial ownership connected to warrants for Classover Holdings, Inc. (Class B Common Stock, CUSIP 182744102). The filing states the Highbridge Funds hold warrants exercisable into up to 2,279,097 shares, which the cover page equates to 9.9% of the Class B shares on a diluted basis, based on 17,258,473 shares outstanding as of June 23, 2025. The reported warrants are subject to a contractual 9.9% exercise blocker, meaning Highbridge cannot exercise warrants to exceed 9.9% ownership. The filing clarifies these securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Classover Holdings, Inc. (KIDZW) has filed a Form S-8 to register 3,268,668 shares of Class B common stock for issuance under its 2024 Long-Term Incentive Equity Plan (LTIP).
The filing enables the company to grant stock options, restricted stock, RSUs and other equity awards to employees, directors and consultants. The registration becomes effective immediately upon filing under Rule 462, and the shares will be issued from time to time as compensation is earned. Classover is a smaller reporting company and emerging-growth company; therefore, reduced disclosure requirements apply.
No financial statements or earnings data are included. Material incorporated by reference consists of the company’s 2024 Form 10-K, Q1 2025 Form 10-Q, various Form 8-Ks and the Form 8-A registering the stock. Graubard Miller provided the legality opinion; Bush & Associates CPA, LLC consented as auditor. Future SEC filings will automatically update the prospectus via incorporation by reference.
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