Extracted from this filing and checked against the source text.
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Classover Holdings, Inc. completed an acquisition involving an unrelated third party and its wholly-owned subsidiary for $1,250,000 in cash, 800,000 shares of Class B common stock, and pre-funded warrants to purchase 739,278 shares of Class B common stock (closed 2025-06-30).
- Action
- acquisition
- Counterparty
- an unrelated third party and its wholly-owned subsidiary
- Consideration
- $1,250,000 in cash, 800,000 shares of Class B common stock, and pre-funded warrants to purchase 739,278 shares of Class B common stock
- Closing
- 2025-06-30
Exact text from the filing
On June 30, 2025, Classover Holdings, Inc. (the “ Company ”) entered into and consummated the transactions contemplated by an Asset Purchase Agreement (the “ APA ”) with an unrelated third party and its wholly-owned subsidiary (collectively, the “ Seller ”). Pursuant to the APA, the Seller agreed to sell, and the Company agreed to purchase, a portfolio of intellectual property owned by the Seller (the “ Purchased Assets ”) which is intended to be utilized by the Company in its online enrichment class platform, which provides interactive live courses for K-12 students in the United States and around the globe. In consideration for the Purchased Assets, the Company (a) paid $1,250,000 in cash to the Seller and (b) issued to the Seller (i) 800,000 shares (the “ Shares ”) of its Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase 739,278 shares of Class B Common Stock.
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