8-K

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): February 28, 2026

CLASSOVER HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada	001-42588	99-2827182
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(State or Other Jurisdiction<br><br>of Incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)
450 7th Avenue, Suite 905, New York, NY	10123
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(800) 345-9588

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)
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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))
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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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker<br><br>symbol(s)	Name of each exchange<br><br>on which registered
Class B Common Stock, $0.0001 par value 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

Item 1.02. Termination of 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 which, subject to certain conditions precedent contained therein, the Company had the right to issue and sell to the Investor 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 February 28, 2026, the Company delivered to the Investor notice of termination of the EPFA pursuant to its terms.  Accordingly, the termination will become effective on March 6, 2026.

On March 2, 2026, the Company issued a press release announcing the foregoing, which press release is attached to this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms “anticipates,” “expects,” “estimates,” “believes,” “will” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements.

Forward-looking statements in this Current Report, including Exhibit 99.1 attached hereto, involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based upon management’s best estimates based upon current conditions and the most recent results of operations. These risks, uncertainties and other factors include, but are not limited to, those set forth herein and in the other documents filed by the Company with the Securities and Exchange Commission, each of which could adversely affect our business and the accuracy of the forward-looking statements contained herein. Actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.

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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.
Dated: March 2, 2026	By:	/s/ Hui Luo
		Hui Luo
		Chief Executive Officer
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class_ex991.htm EXHIBIT 99.1

Classover Terminates Equity Purchase Facility to Pivot from Digital Asset Treasury Strategy

·	Digital Asset Treasury Strategy no longer viewed by the Company accretive under current market conditions
·	Termination eliminates potential share dilution
·	Capital to be redirected toward AI and robotics initiatives

NEW YORK CITY, NY / ACCESS Newswire / March 2, 2026 / Classover Holdings Inc. (NASDAQ:KIDZ)(NASDAQ:KIDZW) (“Classover” or the “Company”), a leader in educational AI, today announced that its Board of Directors has unanimously approved the termination of its $400 million Equity Purchase Facility Agreement with Solana Strategic Holdings LLC, formally ending its Solana-focused digital asset treasury strategy. The Board determined that, under current market conditions, this approach no longer represents an accretive use of capital. By terminating the facility, Classover eliminates the potential for significant share dilution while creating flexibility for strategic capital deployment aligned with its core mission.

Classover is redirecting investment toward artificial intelligence and robotics—areas the Board identifies as primary drivers of long-term growth and shareholder value. The Company maintains a healthy balance sheet with no imminent liquidity needs, and has not sold its existing Solana holdings or staking yields. These positions will be evaluated over time and may be divested when conditions and capital priorities warrant, with proceeds reinvested into AI and robotics development.

"Today's decision reflects disciplined capital allocation and our commitment to concentrate resources where we see the greatest long-term opportunity," said Stephanie Luo, Chief Executive Officer of Classover. "The Board believes focused investment in AI, AI agents, and robotics aligns more directly with our mission and positions us to capture the next wave of educational technology innovation."

About Classover

Classover Holdings Inc. (NASDAQ:KIDZ) is a technology-driven education company dedicated to developing next-generation learning solutions powered by artificial intelligence, AI agents, and robotics. By concentrating its capital and strategic resources on core innovation, the Company aims to redefine educational experiences and improve learning outcomes globally. Classover is committed to expanding access through scalable, intelligent technologies designed to drive long-term growth and sustainable shareholder value.

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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; 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

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