[8-K/A] Classover Holdings, Inc. Warrants Amends Material Event Report

Rhea-AI Filing Summary

On 22 Jul 2025 Classover Holdings, Inc. filed this Form 8-K/A to correct its 21 Jul 2025 report and add new disclosures. The company replaces an erroneously filed exhibit with the proper Equity Purchase Facility Agreement (EPFA) signed 30 Apr 2025 with Solana Strategic Holdings LLC, which allows Classover to sell up to $400 million in Class B shares. A 21 Jul 2025 amendment to the EPFA removes earlier restrictions on using sale proceeds to buy Solana tokens, giving management broader discretion but tying capital deployment more tightly to crypto-asset prices.

The filing also includes a waiver to the 6 Jun 2025 Registration Rights Agreement with Solana Growth Ventures LLC, extending the SEC registration filing deadline to 75 days (from 45) and the effectiveness deadline to 150 days (from 135). This eases near-term compliance pressure but delays potential resale liquidity for noteholders.

Under Item 7.01, Classover furnished a press release announcing the launch of its “KIDZ by Everstake” Solana validator node, further illustrating the company’s strategic push into the Solana ecosystem. No earnings or balance-sheet data are provided.

Investor focus: enlarged share-issuance capacity, possible dilution, and increased exposure to crypto-market volatility following the relaxation of use-of-proceeds limits.

Positive

• $400 million Equity Purchase Facility provides significant on-demand capital.
• Amendment grants management greater flexibility in deploying proceeds for strategic Solana initiatives.
• Registration Rights waiver avoids near-term covenant breach and offers additional compliance time.
• Launch of “KIDZ by Everstake” validator node strengthens presence within the Solana ecosystem.

Negative

• Share issuances under the EPFA could be highly dilutive to existing holders.
• Removal of spending limits increases exposure to Solana token price volatility.
• Filing correction highlights prior disclosure oversight, hinting at governance lapses.
• Extended registration deadlines delay liquidity for noteholders, potentially raising cost of capital.

Insights

Financial Analyst

TL;DR: Capital access intact; broader token use raises dilution & risk, net impact neutral.

The $400 million EPFA remains a sizeable backstop for future funding, and eliminating the token-purchasing cap provides the company with maximum flexibility to pursue its Solana-centric business model. However, equity issuances at market prices may be dilutive, and success now depends on crypto-market conditions rather than purely operational milestones. The waiver on registration deadlines prevents a default but postpones tradability of underlying securities. Overall, the amendments balance financing needs with higher volatility, yielding a neutral fundamental effect for most equity investors.

Crypto Risk Specialist

TL;DR: Deeper Solana linkage boosts strategic fit yet amplifies token-price exposure—risk outweighs benefit.

By lifting spending limits on Solana token purchases, management signals a commitment to integrate blockchain incentives into its platform. While this can drive ecosystem alignment, shareholders now face greater balance-sheet sensitivity to a single digital asset. The validator-node launch adds operational credibility but is unlikely to offset systemic crypto volatility. In the absence of hedging disclosures or revenue forecasts, the amendments tilt the risk-reward profile negatively for conservative investors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 18, 2025 (April 30, 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. ☐

EXPLANATORY NOTE

On July 21, 2025, Classover Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Current Report”) to disclose that the Company entered into an amendment to the previously disclosed Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”).  Due to a typographical error, the wrong agreement was filed as an exhibit to the Original Current Report.  Accordingly, the Company is amending and restating the Original Current Report to file the correct agreement. Additionally, the Company is updating the Original Current Report to disclose an amendment to the previously disclosed Registration Rights Agreement, dated as of June 6, 2025 by and between the Company and Solana Growth Ventures LLC. 

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on April 30, 2025, Classover Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”).  Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to the Investor, and the Investor shall purchase from the Company, up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “Shares”).

On July 21, 2025, the Company and the Investor entered into an amendment to the EPFA (the “EPFA Amendment”) to remove certain limitations that previously existed on the use of proceeds to purchase Solana tokens with proceeds received from the sale of the Shares pursuant to the EPFA.  

The foregoing descriptions of the EPFA and EPFA Amendment are not complete and are qualified in their entirety by reference to the full text of the EPFA and EPFA Amendment, copies of which are filed as Exhibits 10.1 and 10.3, respectively, hereto and are incorporated herein by reference.

Additionally, as previously reported, on June 6, 2025, the Company and Solana Growth Ventures LLC 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.

The foregoing description of the 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 10.2 hereto and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 21, 2025, the Company issued a press release announcing the launch of a branded Validator node called “KIDZ by Everstake.”  The press release is included as Exhibit 99.1 hereto.

The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

Item 9.01. Financial Statements and Exhibits. 

(d) Exhibits:

Exhibit		Description
10.1		Equity Purchase Facility Agreement (incorporated by reference to Exhibit 10.1 to Company’s Current Report on Form 8-K filed on May 1, 2025).
10.2		Waiver Agreement
10.3		Amendment to Equity Purchase Facility Agreement
99.1		Press Release
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: July 22, 2025	By:	/s/ Hui Luo
		Name: Hui Luo
		Title: Chief Executive Officer

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FAQ

What is the size of Classover's equity purchase facility (KIDZ)?

The EPFA allows issuance of up to $400 million in Class B common stock to Solana Strategic Holdings LLC.

How did the EPFA amendment change use-of-proceeds restrictions?

The 21 Jul 2025 amendment removed limits on using EPFA proceeds to purchase Solana tokens.

Were the registration deadlines under the June 6, 2025 agreement extended?

Yes. Filing deadline moved to 75 days post-closing (from 45) and effectiveness deadline to 150 days (from 135).

Does the 8-K/A include any financial statements or earnings data?

No. The filing focuses on contractual amendments and contains no earnings or balance-sheet figures.

What new product was announced in the related press release?

Classover launched the “KIDZ by Everstake” branded validator node on the Solana network.