エドガーで原本を確認する
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): November 13, 2025
CLASSOVER HOLDINGS, INC. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
|
001-42588 |
|
99-2827182 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
|
450 7th Avenue, Suite 905 New York, New York |
|
10123 |
(Address of Principal Executive Offices) |
|
(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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class B Common Stock, par value $0.0001 per share |
|
KIDZ |
|
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 |
|
KIDZW |
|
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 2.02. Results of Operations and Financial Condition.
On November 13, 2025, Classover Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 hereto.
The information furnished under this Item 2.02, 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
|
Description |
|
||
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: November 13, 2025 |
By: |
/s/ Hui Luo |
|
Name: Hui Luo |
|
||
Title: Chief Executive Officer |
|
||
| 3 |
EXHIBIT 99.1
Classover Reports Record Third Quarter Results, Delivering Profitability and Accelerating AI Tutor and Digital Asset Strategy
New York, NY – November 13, 2025 — Classover Holdings Inc. (Nasdaq: KIDZ, KIDZW) (“Classover” or the “Company”), a leading provider in K-12 educational AI, today announced its unaudited financial results for the quarter ended September 30, 2025.
Third Quarter 2025 Highlights
|
| · | Revenue: $1.29 million in the third quarter of 2025, representing an increase of 77.4% from the quarter ended June 30, 2025 of $0.73 million and 31.5% increase from the prior year quarter of $0.98 million. |
|
| · | Net Income: $2.52 million in the third quarter of 2025, marking a significant improvement from a net loss of $0.18 million in the prior year quarter and $3.87 million in the second quarter of 2025. |
|
| · | Gross Margin: 70% representing an increase from 55% in the prior year quarter and 44% in the second quarter of 2025 |
Balance Sheet Strength and Digital Asset Position
|
| · | Total cash and digital assets holdings (mostly unlocked Solana tokens) stood at approximately $15 million as of September 30, 2025, equating to approximately $0.55 per share based on 28,028,532 shares issued and outstanding as of November 11, 2025. |
|
| · | $3,342,651 fair value gain from Classover’s Solana-based digital treasury as of September 30, 2025. |
The Company believes this strong balance sheet and liquidity position provides the Company with ample flexibility to fund long-term AI innovation, product development, and global expansion initiatives.
Operational and Strategic Progress
AI Tutor Agent Development
During the quarter, Classover continued to advance its flagship AI Tutor initiative — a next-generation intelligent learning system designed to deliver adaptive, emotionally aware, and high-engagement instruction. The Company achieved the following key milestones across research, engineering, and development:
|
| · | Appointed Xin Huang, former researcher at Microsoft Research Asia (MSRA), as Senior AI Advisor, and Dr. Youcai Yang of the Yale Child Study Center as AI Tutor Advisor, strengthening expertise in multimodal cognition and emotion-aware learning. |
|
| · | Expanded partnership with MiniMax to further enhance real-time conversational intelligence, leveraging advanced speech and reasoning models to simulate human-like teaching and feedback. |
|
| · | Maintained an on-schedule development roadmap, with the AI Tutor beta achieving strong retention, engagement, and accuracy in internal testing. |
| 1 |
Digital Asset and Treasury Strategy
Classover’s Solana-based digital treasury continues to be a cornerstone of its capital efficiency strategy, serving as both a liquidity reserve and a strategic funding engine for innovation. The following are several highlights of this strategy:
|
| · | Increased Solana holdings to 58,142 SOL as of November 11, 2025, reinforcing exposure to one of the fastest, most energy-efficient blockchains aligned with Classover’s on-chain ecosystem initiatives. |
|
| · | Entered into a strategic partnership with Paimon Finance, a portfolio company of YZi Labs (formerly Binance Labs), to jointly explore Real-World-Asset (RWA) tokenization and blockchain-based educational credentialing. |
|
| · | Expanded the practical utility of digital assets by beginning to accept Solana (SOL) as a form of payment for selected Classover programs and services — a step that broadens accessibility, enhances international reach, and integrates blockchain transactions directly into the Company’s ecosystem. |
|
| · | Enhanced validator participation and staking operations to optimize yield, strengthen on-chain engagement, and diversify digital asset returns, while maintaining strict custody, compliance, and accounting controls. |
Classover views its digital asset program as a long-term enabler of innovation, aligning blockchain liquidity with capital-efficient product development. By linking real-world educational activity with on-chain transactions, the Company aims to build a self-sustaining digital learning economy that supports growth, transparency, and community participation.
M&A and Strategic Investment Outlook
In addition to organic growth, Classover is actively evaluating strategic acquisition and investment opportunities across the AI education, Web3 infrastructure, and digital asset management sectors.
The Company’s goal is to selectively acquire or partner with businesses that:
|
| · | Accelerate the commercialization and scalability of the AI Tutor platform; |
|
| · | Strengthen its AI data, computing, and model integration capabilities; |
|
| · | Expand its global footprint in the education and learning technology ecosystem; and |
|
| · | Complement its Web3 treasury strategy through synergistic blockchain or RWA initiatives. |
With its strengthened balance sheet and capital-efficient structure, Classover believes it is well-positioned to pursue bolt-on acquisitions and strategic investments that enhance shareholder value and accelerate long-term growth.
| 2 |
Management Commentary
“The third quarter of 2025 marks a pivotal quarter for Classover — our first full quarter as a publicly listed company and what we believe is a clear demonstration of the strength of our hybrid AI and Web3 business model,” said Stephanie Luo, Classover’s Founder and CEO.
“We are building a company designed for scalability, where AI innovation is matched with financial discipline and Web3 liquidity. This model allows us to fund innovation dynamically while maintaining sustainable profitability and shareholder value.”
Looking Ahead
Classover remains focused on:
|
| · | Advancing commercialization of its AI Tutor product in 2026. |
|
| · | Expanding its AI learning ecosystem through partnerships with AI model providers, educators, AI data centers, and/or blockchain infrastructure firms. |
|
| · | Continuing to optimize operations for profitable, capital-light growth while prudently managing its Web3 treasury. |
|
| · | Increasing SOL holdings and expanding its digital treasury strategy through the Company’s existing equity purchase facility, strengthening its financial flexibility. |
|
| · | Pursuing strategic M&A and investment opportunities that support the Company’s technology, market, and capital objectives. |
The Company believes that its combination of AI innovation, blockchain integration, and capital efficiency positions it for sustained growth and long-term shareholder value creation.
About Classover
Classover Holdings Inc. (Nasdaq: KIDZ) is a technology-driven education company focused on developing artificial intelligence–powered learning systems for the K-12 and broader education markets. The Company’s platform is designed to enhance learning accessibility, personalization, and efficiency through the application of advanced AI technologies. Classover is headquartered in New York, with operations supporting students and educators globally.
| 3 |
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover’s current beliefs, expectations and assumptions regarding the future of Classover’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover’s control including, but not limited to: Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; the risk that the price of SOL, which has historically been subject to dramatic price fluctuations and is highly volatile, could fall substantially negatively impacting Classover’s financial condition and results of operations; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover’s ability to maintain the listing of its securities on Nasdaq; changes in Classover’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover’s ability to attract and retain a large number of customers; Classover’s future capital requirements and sources and uses of cash; regulatory changes related to crypto assets; fluctuations in the price of crypto assets; risks related to the custody of crypto assets, including security risks; Classover’s ability to attract and retain key personnel; Classover’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; and the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those risks and uncertainties indicated in Classover’s filings with the SEC. Classover’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contacts
Classover Holdings Inc.
ir@classover.com
800-345-9588
| 4 |