class_8k.htm

 

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): April 14, 2025

 

CLASSOVER HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-42588

 

99-2827182

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

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 7.01. Regulation FD Disclosure.

 

On April 14, 2025, Classover Holdings, Inc. (the “Company”) issued a press release announcing that it had received official trademark registration for the “Classover” mark from the United States Patent and Trademark Office. 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.

 

Exhibit No.

 

Description

99.1

 

Press release dated April 14, 2025

104

 

Cover Page Interactive Data File (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.

 

 

CLASSOVER HOLDINGS, INC.

 

 

Dated: April 14, 2025 

By:

/s/ Hui Luo

 

Name: Hui Luo

 

Title: Chief Executive Officer

 

 

 
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EXHIBIT 99.1

 

FOR IMMEDIATE RELEASE

 

Classover Secures U.S. Trademark from USPTO, Seeks to Accelerate IP and AI Expansion Through Strategic Acquisitions

 

New York, NY – April 14, 2025 – Classover Holdings, Inc. (the “Company”) (Nasdaq: KIDZ, KIDZW),  a leader in live, interactive online learning through its wholly-owned subsidiary Class Over Inc. (“Classover”), announced today that it has received official trademark registration for the “Classover” mark from the United States Patent and Trademark Office (USPTO). This federal registration strengthens the Company’s brand protection across a wide range of educational and digital learning services and underscores its leadership in the development of next-generation AI tutoring platforms.

 

With this trademark now secured, Classover is accelerating efforts to expand its intellectual property portfolio and strengthen its AI capabilities through a targeted acquisition strategy. The Company is actively pursuing opportunities to acquire:

 

 

·

Educational technology platforms and AI-based learning tools;

 

 

 

 

·

Proprietary training datasets, including recorded lessons, annotated instruction, and structured pedagogical content to enhance the depth and quality of its AI tutor agents;

 

 

 

 

·

Established brands and emerging education ventures aligned with Classover’s K–12 and supplemental learning ecosystem.

 

Classover currently holds a proprietary dataset comprising over 300,000 hours of live, instructor-led teaching sessions. This dataset serves as the foundation for training the Company’s AI tutor agents—intelligent systems designed to deliver human-like instruction through adaptive pacing, interactive guidance, and real-time feedback. The Company’s AI-powered tutoring platform is currently in development and is currently planned for a public launch in 2026.

 

By acquiring additional datasets and IP assets, Classover aims to enhance the accuracy, adaptability, and subject coverage of its AI agents—enabling broader applications across grade levels, disciplines, and learner demographics, both in the U.S. and internationally.

 

As part of its broader growth roadmap, Classover’s acquisition strategy is also intended to:

 

 

·

Accelerate the launch of new AI features and instructional formats;

 

 

 

 

·

Differentiate its products through exclusive technologies, content, and tools;

 

 

 

 

·

Expand the Company’s offerings into adjacent markets, including adult education, standardized test preparation, and multilingual instruction.

 

 

 

With a secured brand identity and a focused expansion strategy, Classover seeks to lead the transformation of digital education through scalable, AI-powered learning experiences.

 

 

 

 

About Classover

 

Founded in 2020 and headquartered in New York, Classover has rapidly emerged as a leader in educational technology, specializing in live online courses for K-12 students worldwide. Offering a diverse curriculum tailored to different learning levels and interests, Classover empowers students through personalized instruction, innovative course design, and cutting-edge AI technology. From creativity-driven programs to competitive test preparation, Classover is dedicated to redefining education through accessible, high-quality learning experiences.

 

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: the ability of Classover to achieve the anticipated benefits of its recently completed business combination with Battery Future Acquisition Corp. (“BFAC”); Classover’s inability to maintain the listing of its securities on Nasdaq following the business combination; Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; 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 the definitive proxy statement/prospectus included in the Registration Statement on Form S-4 filed by Classover Holdings, Inc. in connection with its business combination with BFAC. 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:

Class Over IR Team

[email protected]

800-345-9588

 

 
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