Highbridge Reports 9.9% Diluted Stake in Classover via Warrants

Highbridge Capital Management, LLC filed a Schedule 13G reporting beneficial ownership connected to warrants for Classover Holdings, Inc. (Class B Common Stock, CUSIP 182744102).

Rhea-AI Filing Summary

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.

Positive

• Material economic exposure disclosed: Reporting of warrants convertible into 2,279,097 Class B shares provides clear, quantifiable position size.
• Passive intent stated: Filing on Schedule 13G and explicit certification indicate holdings are in the ordinary course of business and not intended to change control.

Negative

• Warrants, not current shares: Reported holdings are exercisable warrants, so current voting power and dividends are contingent on exercise.
• Exercise limited by 9.9% blocker: Contractual restriction prevents full exercise to the reported amount if it would exceed 9.9% ownership.

Insights

Financial Analyst

TL;DR: Highbridge holds warrants exercisable into 2,279,097 Class B shares, representing a capped 9.9% economic stake on a diluted basis.

The filing reports that the Highbridge Funds directly hold warrants that, if exercised in full, would convert into 2,279,097 shares of Class B Common Stock. The percentage calculation uses 17,258,473 shares outstanding as of June 23, 2025, and applies a contractual 9.9% blocker, so the exercisable economic ownership is limited to 9.9%. The position is reported under a Schedule 13G format, indicating passive intent rather than an active solicitation to influence control. For valuation or market-impact analysis, note these are contingent securities (warrants) rather than currently outstanding shares.

Corporate Governance Expert

TL;DR: The disclosure signals a significant passive stake via warrants, with an explicit exercise cap preventing control concentration above 9.9%.

The Schedule 13G explicitly states the holdings are held in the ordinary course of business and not for the purpose of changing control, consistent with a passive reporting status. The 9.9% contractual blocker is material from a governance perspective because it limits the reporting person’s ability to increase voting power via exercise. The filing also identifies Highbridge Tactical Credit Master Fund, L.P. as a Highbridge Fund with rights to proceeds or dividends exceeding 5% of the class, which is relevant to understanding which fund within the adviser structure holds economic exposure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Highbridge report in Classover Holdings (KIDZW)?

Highbridge reports warrants exercisable into 2,279,097 Class B shares, which are stated as representing 9.9% on a diluted basis.

Are the reported securities actual shares or warrants for KIDZW?

The filing states the position consists of warrants that are exercisable into Class B Common Stock, not currently outstanding shares.

Does Highbridge have the ability to exercise all warrants immediately for KIDZW?

No. The reported warrants are subject to a contractual 9.9% exercise blocker, so Highbridge cannot exercise warrants to exceed 9.9% ownership.

Is Highbridge acquiring the position to influence control of Classover (KIDZW)?

The certification in the filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Which Highbridge fund holds more than 5% of the class for KIDZW?

The filing identifies Highbridge Tactical Credit Master Fund, L.P. as a Highbridge Fund with rights to proceeds or dividends for more than 5% of the Class B shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/14/2025 - 04:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Classover Holdings, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.0001 per share

(Title of Class of Securities)

182744102

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 182744102

1

Names of Reporting Persons

Highbridge Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,279,097.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,279,097.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,279,097.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The shares of Class B Common stock (as defined in Item 2(a)) reported herein are issuable upon exercise of warrants. As more fully described in Item 4, the reported warrants are subject to the 9.9% Blocker (as defined in Item 4) and the percentage set forth on row (11) gives effect to the 9.9% Blocker. However, rows (5), (7) and (9) show the number of shares of Class B Common Stock that would be issuable upon the full exercise of the reported warrants and does not give effect to the 9.9% Blocker. Therefore, the actual number of shares of Class B Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.9% Blocker, is less than the number of securities reported on rows (5), (7) and (9).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Classover Holdings, Inc.
(b)	Address of issuer's principal executive offices: 450 7th Avenue, Suite 905, New York, NY 10123
Item 2.
(a)	Name of person filing: This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of class B common stock, par value $0.0001 per share ("Class B Common Stock"), of Classover Holdings, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held, by the Highbridge Funds. The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(d)	Title of class of securities: Class B Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 182744102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 17,258,473 shares of Class B Common Stock outstanding as of June 23, 2025, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 30, 2025, and assumes the exercise of the warrants (the "Reported Warrants") held by the Highbridge Funds, subject to the 9.9% Blocker (as defined below). Pursuant to the terms of the Reported Warrants, the Reporting Person cannot exercise any of the Reported Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.9% of the outstanding shares of Class B Common Stock (the "9.9% Blocker") and the percentage set forth in Row (11) of the cover page for the Reporting Person gives effect to the 9.9% Blocker. Consequently, at this time, the Reporting Person is not able to exercise all of such Reported Warrants due to the 9.9% Blocker.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Class B Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Highbridge Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	08/14/2025