Classover Holdings, Inc. Files 8-K with Key Corporate Actions

TL;DR

Classover Holdings filed an 8-K on Dec 30th detailing material agreements & equity sales from Dec 23rd.

AI Summary

Classover Holdings, Inc. filed an 8-K on December 30, 2025, reporting events that occurred on December 23, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements and sales are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate events at Classover Holdings, Inc., potentially impacting its structure, securities, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and unregistered sales of equity, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Classover Holdings, Inc. (company) — Registrant
• December 23, 2025 (date) — Earliest event reported
• December 30, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share KIDZ The Nasdaq
• $11.50 — mon Stock, each at an exercise price of $11.50 per share KIDZW The Nasdaq Stock Ma
• $2,000,000 — lly exchange (the " Initial Exchange ") $2,000,000 of the Notes (including principal and i
• $1,000 — C Preferred Stock has a stated value of $1,000 per share and, when issued, the Series
• $0 — ein) at the fixed "Conversion Price" of $0.2029, which is subject to proportional
• $0.04058 — the greater of: o the floor price of $0.04058 (the " Floor Price "); and o 90% of t
• $500,000 — to maturity of at least an aggregate of $500,000 of Indebtedness (as defined in the Exch

Filing Documents

• class_8k.htm (8-K) — 63KB
• class_ex21.htm (EX-2.1) — 20KB
• class_ex31.htm (EX-3.1) — 318KB
• class_ex32.htm (EX-3.2) — 280KB
• class_ex33.htm (EX-3.3) — 98KB
• class_ex101.htm (EX-10.1) — 134KB
• 0001477932-25-009247.txt ( ) — 1258KB
• class-20251223.xsd (EX-101.SCH) — 5KB
• class-20251223_lab.xml (EX-101.LAB) — 16KB
• class-20251223_cal.xml (EX-101.CAL) — 1KB
• class-20251223_pre.xml (EX-101.PRE) — 12KB
• class-20251223_def.xml (EX-101.DEF) — 6KB
• class_8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Exchange Agreements On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the " Company "), entered into an Exchange Agreement (the " Exchange Agreement ") with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the " Notes ") pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the " SPA "). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the " Initial Exchange ") $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company's Series C Convertible Preferred Stock, par value $0.0001 per share (the " Series C Preferred Stock "), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the " Additional Exchanges ," and together with the Initial Exchange, collectively, the " Exchange "). The Initial Exchange was consummated upon execution of the Exchange Agreement. The consummation of any Additional Exchanges, in addition to being subject to the mutual agreement of the parties, is subject to customary closing conditions. The Exchange Agreement contains customary representations, warranties and agreements of the Company and the Holder. In addition, the Exchange Agreement requires the Company to obtain stockholder approval of the issuance of all the shares of Common Stock issuable upon conversion of the Series C Preferred Stock in compliance with the rules and regulations of the Capital Market of The Nasdaq Stock Market, either by written consent of the requisite stockholders or by a special meeting of stockholders of the Company to be promptly called and held not later than March 31, 2026. The Exchan

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities . The information set forth in Item 1.01 related to the Certificate of Designation and Exhibit 3.1 are incorporated by reference herein.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. As previously disclosed, on December 22, 2025, at the Company's special meeting of stockholders (the "Special Meeting"), the stockholders of the Company approved a proposal to redomesticate the Company (the "Redomestication") from a corporation organized under the laws of the State of Delaware (the "Delaware Corporation") to a corporation organized under the laws of the State of Nevada (the "Nevada Corporation") by means of a plan of conversion (the "Plan of Conversion") and adopted the resolutions of the board of directors of the Company approving the Redomestication, as described in the Company's definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on December 10, 2025 (the "Proxy Statement"). On December 23, 2025, the Company made the following filings to effectuate the Redomestication pursuant to the Plan of Conversion: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Nevada Secretary of State and (iii) articles of incorporation with the Nevada Secretary of State (the "Nevada Charter"). The Company also adopted new bylaws (the "Nevada Bylaws") in connection with the Redomestication. On December 24, 2025 (the "Effective Time"): the Company's domicile changed from the State of Delaware to the State of Nevada; the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and the Company ceased to be governed by the Company's existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws. The Redomestication will not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number of employees, obliga

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required, the information set forth in Items 1.01 and 3.03 are incorporated by reference herein. 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 2.1 Plan of Conversion of Classover Holdings, Inc. 3.1 Articles of Incorporation of Classover Holdings, Inc. 3.2 Form of Certificate of Designations of Series C Convertible Preferred Stock of Classover Holdings, Inc. 3.3 Bylaws of Classover Holdings, Inc. 10.1* Form of Exchange Agreement, by and between Classover Holdings, Inc. and the investor party named therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 6 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. Dated: December 30, 2025 CLASSOVER HOLDINGS, INC. By: /s/ Hui Luo Hui Luo Chief Executive Officer 7

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View this 8-K filing on SEC EDGAR