[8-K] Classover Holdings, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Lucas GC Limited (LGCL) filed a Form 6-K dated 22 July 2025. The submission contains one exhibit—Press Release 99.1—stating that the company has regained compliance with Nasdaq’s minimum bid-price requirement. No additional financial results, guidance, transactions or operational updates are included in the filing.

Positive

• Nasdaq bid-price compliance regained, eliminating the company’s prior listing deficiency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Compliance restored; prior listing deficiency resolved—positive signal.

Regaining Nasdaq bid-price compliance removes an overhang created by the earlier deficiency notice. Although the filing lacks financial data, the restoration of full listing status is generally viewed favorably by investors because it eliminates procedural delisting risk and can improve market perception and liquidity. Absent further details, no direct impact on earnings or valuation can be assessed, but the event is directionally positive.

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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): July 22, 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 7.01. Regulation FD Disclosure.

On July 22, 2025, Classover Holdings, Inc. (the “Company”) issued a press release announcing its current Solana treasury holdings. 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 No.		Description
99.1		Press release dated July 22, 2025
104		Cover Page Interactive Data File (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 did Lucas GC Limited disclose in its July 22 2025 Form 6-K?

The company reported via Exhibit 99.1 that it has regained compliance with Nasdaq’s minimum bid-price requirement.

Does the Form 6-K include any financial results for LGCL?

No. The filing contains only the compliance press release and no financial statements or performance metrics.

Why is Nasdaq bid-price compliance important for Lucas GC Limited?

Maintaining compliance ensures LGCL’s shares remain listed on Nasdaq, supporting trading liquidity and investor access.

Were any other material events or transactions disclosed?

No additional events, transactions, or guidance were provided in this Form 6-K.