Classover Holdings Inc. Faces Delisting Notice

TL;DR

Classover Holdings got a delisting notice, stock might be delisted.

AI Summary

Classover Holdings, Inc. filed an 8-K on March 31, 2026, reporting a notice of delisting or failure to meet continued listing standards as of November 21, 2025. The filing also includes Regulation FD disclosures and financial exhibits. The company's mailing and business address is 8 THE GREEN STE B, DOVER DE 19901.

Why It Matters

This filing indicates potential financial distress or non-compliance with exchange rules, which could lead to the company's stock being removed from trading.

Risk Assessment

Risk Level: high — A notice of delisting directly threatens the company's ability to remain publicly traded, posing a significant risk to investors.

Key Numbers

• 0002022308 — CIK Number (Identifies Classover Holdings, Inc. in SEC filings.)
• 2026-03-31 — Filing Date (Date the 8-K was accepted by the SEC.)

Key Players & Entities

• Classover Holdings, Inc. (company) — Filer of the 8-K report
• 0002022308 (company) — CIK number for Classover Holdings, Inc.
• 2026-03-31 (date) — Filing date of the 8-K
• 2025-11-21 (date) — Period of report for the delisting notice
• 8 THE GREEN STE B DOVER DE 19901 (location) — Mailing and business address of Classover Holdings, Inc.

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share KIDZ The Nasdaq
• $575.00 — mon Stock, each at an exercise price of $575.00 per share KIDZW The Nasdaq Stock Ma
• $1.00 — had been below the minimum bid price of $1.00 per share required for continued listin

Filing Documents

• class_8k.htm (8-K) — 32KB
• class_ex991.htm (EX-99.1) — 7KB
• 0001477932-26-001753.txt ( ) — 177KB
• class-20251121.xsd (EX-101.SCH) — 5KB
• class-20251121_lab.xml (EX-101.LAB) — 16KB
• class-20251121_cal.xml (EX-101.CAL) — 1KB
• class-20251121_pre.xml (EX-101.PRE) — 12KB
• class-20251121_def.xml (EX-101.DEF) — 6KB
• class_8k_htm.xml (XML) — 5KB

01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on November 21, 2025, Classover Holdings, Inc. (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. On March 26, 2026, the Company received written notification from Nasdaq confirming that the Company had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). 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.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On March 31, 2026, the Company issued a press release announcing that it had regained compliance with the Nasdaq listing rule as indicated above. The press release is included as Exhibit 99.1 hereto. The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1 Press release. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

Forward-Looking Statements This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms "anticipates," "expects," "estimates," "believes," "will" and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based upon management's best estimates based upon current conditions and the most recent results of operations. These risks, uncertainties and other factors include, but are not limited to, those set forth herein and in the other documents filed by the Company with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. The Company's ability to maintain its listing on Nasdaq and its actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLASSOVER HOLDINGS, INC. Dated: March 31, 2026 By: /s/ Hui Luo Hui Luo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR