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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.