UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2025 (
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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) |
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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:
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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.
EXPLANATORY NOTE
On July 21, 2025, Classover Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Current Report”) to disclose that the Company entered into an amendment to the previously disclosed Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”). Due to a typographical error, the wrong agreement was filed as an exhibit to the Original Current Report. Accordingly, the Company is amending and restating the Original Current Report to file the correct agreement. Additionally, the Company is updating the Original Current Report to disclose an amendment to the previously disclosed Registration Rights Agreement, dated as of June 6, 2025 by and between the Company and Solana Growth Ventures LLC.
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on April 30, 2025, Classover Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”). Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to the Investor, and the Investor shall purchase from the Company, up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “Shares”).
On July 21, 2025, the Company and the Investor entered into an amendment to the EPFA (the “EPFA Amendment”) to remove certain limitations that previously existed on the use of proceeds to purchase Solana tokens with proceeds received from the sale of the Shares pursuant to the EPFA.
The foregoing descriptions of the EPFA and EPFA Amendment are not complete and are qualified in their entirety by reference to the full text of the EPFA and EPFA Amendment, copies of which are filed as Exhibits 10.1 and 10.3, respectively, hereto and are incorporated herein by reference.
Additionally, as previously reported, on June 6, 2025, the Company and Solana Growth Ventures LLC 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.
The foregoing description of the 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 10.2 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 21, 2025, the Company issued a press release announcing the launch of a branded Validator node called “KIDZ by Everstake.” 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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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.
| CLASSOVER HOLDINGS, INC. |
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Dated: July 22, 2025 | By: | /s/ Hui Luo |
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Name: Hui Luo |
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Title: Chief Executive Officer |
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