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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 16, 2025 (June 6, 2025)
CLASSOVER HOLDINGS, INC. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
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001-42588 |
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99-2827182 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
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450 7th Avenue, Suite 905 New York, New York |
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10123 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(800) 345-9588
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class B Common Stock, par value $0.0001 per share |
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KIDZ |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share |
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KIDZW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on June 6, 2025, Classover Holdings, Inc. (the “Company”) and Solana Growth Ventures LLC (“SGV”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”) providing for certain registration rights with respect to certain securities underlying senior secured convertible notes of the Company. On July 18, 2025, the parties entered into a waiver agreement pursuant to which (x) the Filing Deadline (as defined in the Registration Rights Agreement) was extended from 45 calendar days after the Closing Date (as defined in the Registration Rights Agreement) to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline (as defined in the Registration Rights Agreement) was extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date.
On September 16, 2025, the Company and SGV entered into a second waiver agreement pursuant to which (x) the Filing Deadline was extended from 75 calendar days after the Closing Date to October 31, 2025 and (y) the Effectiveness Deadline was extended from 150 calendar days after the Closing Date to December 31, 2025.
The foregoing description of the second waiver to the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the waiver, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit |
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Description |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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.
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CLASSOVER HOLDINGS, INC. |
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Dated: September 17, 2025 |
By: |
/s/ Hui Luo |
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Name: Hui Luo |
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Title: Chief Executive Officer |
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EXHIBIT 10.1
WAIVER AGREEMENT
This letter agreement (this “Agreement”) is entered into as of September 16, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Growth Ventures LLC (the “Investor”), with reference to the following facts:
A. Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 30, 2025 (the “Purchase Agreement”), by and between the Company and the Investor, pursuant to which, among other things, the Company may sell to the Investor up to $500.0 million of Senior Secured Convertible Notes of the Company and (ii) that certain Registration Rights Agreement, dated as of June 6, 2025 (the “Registration Rights Agreement”) by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meaning set forth in the Registration Rights Agreement.
B. On July 18, 2025, the Investor agreed to delay the Company’s obligations under Section 2(a) of the Registration Rights Agreement to file the initial Registration Statement registering the resale of the Registrable Securities such that (x) the Filing Deadline shall be extended from 45 calendar days after the Closing Date to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline shall be extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date.
C. The Company now desires to obtain a second waiver from the Investor to delay the Company’s obligations under Section 2(a) of the Registration Rights Agreement to file the initial Registration Statement registering the resale of the Registrable Securities such that (x) the Filing Deadline shall be extended from 75 calendar days after the Closing Date to October 31, 2025 and (y) the Effectiveness Deadline shall be extended from 150 calendar days after the Closing Date to December 31, 2025 (the “Second Waiver”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Investor agree as follows:
1. Waiver. The Investor hereby agrees to the Second Waiver as of the date hereof.
2. Limitation of Waiver. The Second Waiver set forth in this Agreement constitutes a one-time waiver and is limited to the matters expressly waived herein and should not be construed as an indication that the Investor would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.
3. Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents (as defined in the Purchase Agreement) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
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4. Disclosure of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the second business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Investor by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. Neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Investor, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Investor in any filing, announcement, release or otherwise.
5. Miscellaneous Provisions. Articles 8 of the Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
[The remainder of the page is intentionally left blank]
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IN WITNESS WHEREOF, the Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
| COMPANY:
CLASSOVER HOLDINGS, INC. | |||
| By: | /s/ Hui Luo | ||
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| Name: | Hui Luo | |
| Title: | Chief Executive Officer | ||
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IN WITNESS WHEREOF, Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
| INVESTOR:
SOLANA GROWTH VENTURES LLC | |||
| By: | /s/ Steven Oliveira | ||
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| Name: | Steven Oliveira | |
| Title: | Manager | ||
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