Classover Holdings, Inc. Files 8-K for Material Agreement

TL;DR

Classover Holdings (CLSV) filed an 8-K for a material agreement and equity sales. Details TBD.

AI Summary

On October 9, 2025, Classover Holdings, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The exact nature of the agreement and the details of the equity sales are not specified in this filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity, which could involve significant financial implications or changes in corporate structure.

Key Players & Entities

• Classover Holdings, Inc. (company) — Registrant
• October 9, 2025 (date) — Earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-42588 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — tered Class B Common Stock, par value $0.0001 per share KIDZ The Nasdaq Stock Mar
• $11.50 — mon Stock, each at an exercise price of $11.50 per share KIDZW The Nasdaq Stock Ma

Filing Documents

• class_8k.htm (8-K) — 29KB
• class_ex101.htm (EX-10.1) — 47KB
• 0001477932-25-007592.txt ( ) — 224KB
• class-20251009.xsd (EX-101.SCH) — 5KB
• class-20251009_lab.xml (EX-101.LAB) — 17KB
• class-20251009_cal.xml (EX-101.CAL) — 1KB
• class-20251009_pre.xml (EX-101.PRE) — 12KB
• class-20251009_def.xml (EX-101.DEF) — 6KB
• class_8k_htm.xml (XML) — 6KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. Effective as of October 9, 2025, Classover Holdings, Inc. (the "Company") agreed to enter into exchange agreements (the "Agreements") with two unaffiliated third party investors (collectively, the "Preferred Holders"). Pursuant to the Agreements, the Preferred Holders agreed to deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock, par value $0.0001 per share ("Preferred Stock") to be cancelled and retired in exchange for the issuance of an aggregate of 596,808 shares of the Company's Class B common stock, par value $0.0001 per share (the "Common Stock"). A copy of the form of Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K. The above summary of the Agreements does not purport to be complete and is qualified in its entirety by reference thereto and is incorporated herein by reference herein.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the shares of Preferred Stock pursuant to the Agreements was made in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Form of Exchange Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: October 15, 2025 By: /s/ Hui Luo Name: Hui Luo Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR