Anuncio • May 23
Classover Holdings, Inc. announced that it expects to receive $100 million in funding from Chardan Capital Markets, LLC Classover Holdings, Inc. announced that it has entered into a ChEF Purchase Agreement (an equity purchase facility agreement ) with Chardan Capital Markets LLC Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company has the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, newly issued class B common shares at a par value of $0.0001 per share for gross proceeds of $100,000,000 on May 21, 2026. Subject to certain conditions and limitations, the Company will control the timing and amount of any sales of Shares to the Investor pursuant to the Purchase Agreement. In connection with entering into the Purchase Agreement with the Investor, the Company also entered into a Registration Rights Agreement (the “RRA”). Under the applicable rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”), in no event may the Company issue to the Investor under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement, unless the Company’s stockholders have approved the issuance of shares of Common Stock pursuant to the Purchase Agreement. Each of the Purchase Agreement and the RRA contains customary representations, warranties, conditions and indemnification obligations of the parties. The Company will reimburse the Investor for fees and disbursements of the Investor’s legal counsel in connection with the transaction documents as set forth in the Purchase Agreement and RRA. The offer and sale to the Investor of the Shares issuable under the Purchase Agreement will be made in reliance upon Section 4(a)(2) under the Securities Act and the rules and regulations promulgated thereunder, or upon such other exemption or exclusion from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions with the Investor to be made under the Purchase Agreement. Anuncio • May 16
Classover Holdings, Inc. has filed a Follow-on Equity Offering in the amount of $9.115 million. Classover Holdings, Inc. has filed a Follow-on Equity Offering in the amount of $9.115 million.
Security Name: Class B Common Stock
Security Type: Common Stock
Transaction Features: At the Market Offering Anuncio • May 14
Classover Holdings, Inc., Annual General Meeting, Jun 04, 2026 Classover Holdings, Inc., Annual General Meeting, Jun 04, 2026. Reported Earnings • Apr 04
Full year 2025 earnings released: US$11.23 loss per share (vs US$26.73 loss in FY 2024) Full year 2025 results: US$11.23 loss per share. Revenue: US$3.37m (down 8.4% from FY 2024). Net loss: US$7.04m (loss widened US$6.20m from FY 2024). Anuncio • Apr 02
Classover Regains Compliance with Nasdaq Minimum Bid Price Requirement Classover Holdings Inc. (Classover" or the Company") announced that it has received written notification from The Nasdaq Stock Market LLC (Nasdaq") confirming that the Company has regained compliance with the minimum bid price requirement set in Nasdaq Listing Rule 5550(a)(2). As previously disclosed, the Company had received notice from Nasdaq that it was not in compliance with the minimum bid price requirement because the closing bid price of its common stock had fallen below $1.00 per share for a period of 30 consecutive business days. In order to regain compliance, the Company was required to maintain a minimum closing bid price of $1.00 per share for at least 10 consecutive business days. The Nasdaq written notification indicated that for the last 12 consecutive business days, the bid price for the Company's Class B common stock had been at $1.00 per share or greater, as required by the listing rule. The Company believes that regaining compliance with the Nasdaq listing rules removes uncertainties related to the trading of the Company's securities and further reinforces its standing in the capital markets, providing a more stable foundation for the continued execution of its business strategy and long-term initiatives. New Risk • Mar 05
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 16% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$4.6m free cash flow). Share price has been highly volatile over the past 3 months (16% average weekly change). Shareholders have been substantially diluted in the past year (393% increase in shares outstanding). Market cap is less than US$10m (US$2.29m market cap). Minor Risk Revenue is less than US$5m (US$3.7m revenue). Anuncio • Feb 11
Classover Holdings, Inc. (NasdaqCM:KIDZ) announces an Equity Buyback for $2 million worth of its shares. Classover Holdings, Inc. (NasdaqCM:KIDZ) announces a share repurchase program. Under the program, the company will repurchase up to $2 million worth of it's Class B common stock. The purpose of program is to enhance shareholder value. The repurchases will be funded from Company’s existing cash reserves and future operating cash flows. All repurchased shares will be held as treasury stock or cancelled. Board Change • Dec 31
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Founder, CEO & Chairwoman Stephanie Luo is the most experienced director on the board, commencing their role in 2020. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Anuncio • Nov 27
Classover Holdings Receives Non-Compliance Notice from Nasdaq On November 21, 2025, Classover Holdings, Inc. (NasdaqCM:KIDZ) (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 20, 2025), the bid price of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), had been below the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The notice stated that the Company would be afforded 180 calendar days (until May 20, 2026) to regain compliance. In order to regain compliance, the bid price of the Company’s Common Stock must be at least $1.00 for a minimum of ten consecutive business days. If the Company does not regain compliance within the 180-day period, the Company may be eligible for up to an additional 180 days to regain compliance, subject to the Company meeting certain requirements. If the Company is unable to cure the bid price deficiency within the time periods provided to it under the Nasdaq rules, the Company’s securities will be subject to delisting. The notice has no effect at this time on the listing of the Company’s Common Stock and warrants, which will continue to trade uninterrupted under the symbols “KIDZ” and “KIDZW,” respectively. New Risk • Nov 21
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$9.57m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$4.6m free cash flow). Share price has been highly volatile over the past 3 months (25% average weekly change). Shareholders have been substantially diluted in the past year (333% increase in shares outstanding). Market cap is less than US$10m (US$9.57m market cap). Minor Risks Less than 3 years of financial data is available. Revenue is less than US$5m (US$3.7m revenue). Reported Earnings • Nov 17
Third quarter 2025 earnings released: EPS: US$0.10 (vs US$0.11 loss in 3Q 2024) Third quarter 2025 results: EPS: US$0.10 (up from US$0.11 loss in 3Q 2024). Revenue: US$1.29m (up 32% from 3Q 2024). Net income: US$2.52m (up US$2.70m from 3Q 2024). Board Change • Jun 09
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Founder, CEO & Chairwoman Stephanie Luo is the most experienced director on the board, commencing their role in 2020. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Anuncio • May 01
Classover Holdings, Inc. announced that it expects to receive $400 million in funding from Sol Strategies Inc. Classover Holdings, Inc.announced that it has entered into an equity purchase facility agreement to issue class B common stocks for the gross proceeds of $400,000,000 on May 1, 2025. The transaction will include participation from Sol Strategies Inc. Anuncio • Apr 08
Class Over Inc. completed the acquisition of Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders in a reverse merger transaction. Class Over Inc. entered into a letter of intent to acquire Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders for an enterprise value of approximately $140 million in a reverse merger transaction on March 28, 2024. Class Over Inc. entered into a definitive business combination agreement to acquire Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders for an enterprise value of approximately $140 million in a reverse merger transaction on May 12, 2024. The transaction will result in Class Over becoming a publicly traded company, expected to be listed on the New York Stock Exchange. Existing Class Over stockholders are rolling 100% of their equity into the combined company post business combination. Class Over’s management team, led by its founder and CEO Stephanie Luo, will continue to run the combined company after the transaction. The transaction is subject to, among other things, regulatory approval, the approval by Class Over’s and BFAC’s stockholders of the proposed merger, and the satisfaction or waiver of other customary closing conditions. The transaction is subject to the Listing approvals of new shares, filing of registration statement effectiveness and expiration or termination of waiting period under HSR Act. The Class Over and BFAC Boards of Directors have unanimously approved the proposed transaction, which is expected to be completed in the second half of 2024. The registration statement was declared effective on January 27, 2025. On February 21, 2025, Battery Future shareholders approved the transaction.
Joshua Teitelbaum of RPCK Rastegar Panchal, P.C. is acting as legal advisor to Class Over. Jeffrey M. Gallant, Eric T. Schwartz and David A. Miller of Graubard Miller and Nelson LLP are acting as legal advisors to BFAC. Continental Stock Transfer & Trust Company acted as Transfer Agent to Battery. Echo Hindle-Yang of RingRoad Corp. acted as due diligence provider for Battery Future. Cohen & Company acted as accountant to Battery Future. ClearTrust, LLC acted as proxy solicitor to BFAC. BFAC will pay ClearTrust, LLC a fee of $30,000, plus disbursements. Michael T. Studer CPA and WithumSmith+Brown acted as an auditors to Battery Future Acquisition. Bush & Associates CPA LLC acted as auditor to Class Over and Battery Future Acquisition in the transaction.
Class Over Inc. completed the acquisition of Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders in a reverse merger transaction on April 7, 2025. Upon closing, Combined Company will Operate under the Name "Classover Holdings, Inc." and Class B Common Stock and Warrants of Classover Holdings are anticipated to begin trading on the Nasdaq Stock Market under the symbols "KIDZ" and "KIDZW," respectively. Classover will continue to provide world class educational technology under the leadership of its current management.