Announcement • 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. Announcement • 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 Announcement • May 14
Classover Holdings, Inc., Annual General Meeting, Jun 04, 2026 Classover Holdings, Inc., Annual General Meeting, Jun 04, 2026. 
