Classover Holdings exchanges 62,068 Series A Preferred for 596,808 Class B common shares

Classover Holdings, Inc.

Effective Oct 9, 2025, two unaffiliated investors exchange 62,068 Series A Preferred shares for 596,808 Class B common shares.
Exchange ratio approximately 9.61 common shares per preferred share; preferred shares cancelled and retired.
Issuance exempt from registration under Securities Act Section 3(a)(9); no additional consideration involved.
Transaction increases outstanding common stock by 596,808 shares, potentially diluting existing common shareholders.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Classover Holdings, Inc. issued an aggregate of 596,808 shares of the Company's Class B common stock of common stock to two unaffiliated third party investors for deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock to be cancelled and retired.

Security: common stock
Shares: an aggregate of 596,808 shares of the Company's Class B common stock
Purchaser: two unaffiliated third party investors
Consideration: deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock to be cancelled and retired

Exact text from the filing

the Preferred Holders agreed to deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock, par value $0.0001 per share (“Preferred Stock”) to be cancelled and retired in exchange for the issuance of an aggregate of 596,808 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Common Stock”).

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Classover Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001477932-25-007592

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