UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 21, 2025, Classover Holdings, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 20, 2025), the bid price of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), had been below the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The notice stated that the Company would be afforded 180 calendar days (until May 20, 2026) to regain compliance. In order to regain compliance, the bid price of the Company’s Common Stock must be at least $1.00 for a minimum of ten consecutive business days. If the Company does not regain compliance within the 180-day period, the Company may be eligible for up to an additional 180 days to regain compliance, subject to the Company meeting certain requirements. If the Company is unable to cure the bid price deficiency within the time periods provided to it under the Nasdaq rules, the Company’s securities will be subject to delisting.
The notice has no effect at this time on the listing of the Company’s Common Stock and warrants, which will continue to trade uninterrupted under the symbols “KIDZ” and “KIDZW,” respectively.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K include “forward-looking statements.” Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements.
The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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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.
Dated: November 26, 2025 | CLASSOVER HOLDINGS, INC. |
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| By: | /s/ Hui Luo |
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| Hui Luo |
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| Chief Executive Officer |
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