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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.
Classover Holdings, Inc. (Nasdaq: KIDZ / KIDZW) filed a Form 8-K on July 9, 2025 to furnish a press release (Exhibit 99.1) under Item 7.01 Regulation FD. The filing discloses that the Company has expanded its Solana (SOL) cryptocurrency holdings. No quantitative details—such as amount purchased, cost basis, percentage of treasury assets, or funding sources—are provided in the 8-K. The information is expressly furnished, not filed, meaning it is excluded from Section 18 liability and is not automatically incorporated into other SEC documents. Other than the exhibit index, there are no accompanying financial statements or pro-forma data, nor are there indications of material transactions, earnings impacts, or changes to guidance. Accordingly, the immediate investment takeaway is limited to awareness that Classover continues to increase its exposure to the Solana ecosystem, potentially signaling an ongoing strategic interest in blockchain-related assets.