---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-25-004289"
form_type: "8-K"
ticker: "KIDZ"
cik: "0002022308"
company_name: "Classover Holdings, Inc."
filed_at: "2025-06-02T23:59:59+00:00"
generated_at: "2026-05-20T03:24:51.740926+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Classover enters up to $500M convertible note deal to fund SOL treasury; bought 6,472 SOL for ~$1.05M

## Summary
- Securities Purchase Agreement with Solana Growth Ventures LLC for up to $500M in senior secured convertible notes; initial $11M closing pending conditions.
- Notes convertible at 200% of prior day's closing price; 7% interest payable quarterly, due two years from issuance.
- Company must use 80% of net proceeds to purchase SOL (Solana); already acquired 6,472 SOL for $1.05M as first step.
- Total potential financing capacity now $900M including previous $400M equity purchase facility; CEO Hui Luo to vote shares in favor at special meeting.
- Chardan Capital Markets acting as sole placement agent with 1% cash fee on net proceeds.

## SEC filing metadata
- accession: 0001477932-25-004289
- form_type: 8-K
- ticker: KIDZ
- cik: 0002022308
- company_name: Classover Holdings, Inc.
- filed_at: 2025-06-02T23:59:59+00:00
- event_type: debt
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2022308/000147793225004289/0001477932-25-004289-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2022308/000147793225004289/class_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-25-004289
- JSON: https://secwatch.observer/filing/0001477932-25-004289.json
- Plain text: https://secwatch.observer/filing/0001477932-25-004289.txt

## Key facts
- Debt Financings
  Classover Holdings, Inc. incurred senior notes of $500 million with several investors at 7% per annum maturing two-year anniversary of the date of issuance.
  - Instrument: senior notes
  - Principal: $500 million
  - Counterparty: several investors
  - Rate: 7% per annum
  - Maturity: two-year anniversary of the date of issuance
  - Event: incurrence
  source text: On May 30, 2025, Classover Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several investors (collectively, the “Buyers”). Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company may sell to the Buyers up to an aggregate of $500 million in newly issued senior secured convertible notes (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793225004289/0001477932-25-004289-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.