{"schema_version":"secwatch.filing_event.v1","accession":"0001477932-25-004929","form_type":"8-K","ticker":"KIDZ","cik":"0002022308","company_name":"Classover Holdings, Inc.","filed_at":"2025-07-07T23:59:59+00:00","discovered_at":"2026-05-14T18:02:45.833371+00:00","generated_at":"2026-05-18T09:22:02.691591+00:00","sec_items":["1.01","2.01","3.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Classover acquires IP portfolio for $1.25M cash, 800K shares, and warrants to boost AI platform","bullets":["Asset Purchase Agreement closed June 30, 2025; purchased machine-learning, D2D communication, and adaptive scheduling technologies.","Consideration: $1.25M cash + 800K Class B shares + pre-funded warrants for 739,278 shares at $0.01/share, expiring June 2030.","Transaction expected to increase total assets by ~$7.25 million; lock-up on shares and warrants until December 30, 2025.","IP intended to accelerate development of AI-powered tutoring platform and improve operational efficiency."],"urls":{"canonical":"https://secwatch.observer/filing/0001477932-25-004929","json":"https://secwatch.observer/filing/0001477932-25-004929.json","markdown":"https://secwatch.observer/filing/0001477932-25-004929.md","text":"https://secwatch.observer/filing/0001477932-25-004929.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225004929/0001477932-25-004929-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225004929/class_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T09:22:02.691591+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"f9c3fa535f0f9e23ac9cb129ad1bdef04b113a1b","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/2022308/000147793225004929/0001477932-25-004929-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"an unrelated third party and its wholly-owned subsidiary"},{"label":"Consideration","value":"$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"},{"label":"Closing","value":"2025-06-30"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}