---
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"
generated_at: "2026-05-18T09:22:02.691591+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Classover acquires IP portfolio for $1.25M cash, 800K shares, and warrants to boost AI platform

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-25-004929
- JSON: https://secwatch.observer/filing/0001477932-25-004929.json
- Plain text: https://secwatch.observer/filing/0001477932-25-004929.txt

## Key facts
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793225004929/0001477932-25-004929-index.htm

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