Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.97
Classover Holdings, Inc. issued 2,000 shares of Series C Convertible Preferred Stock of preferred stock to Institutional investor holding Senior Secured Convertible Notes for Exchange of $2,000,000 of Notes (including principal and interest).
- Security
- preferred stock
- Shares
- 2,000 shares of Series C Convertible Preferred Stock
- Purchaser
- Institutional investor holding Senior Secured Convertible Notes
- Consideration
- Exchange of $2,000,000 of Notes (including principal and interest)
Exact text from the filing
On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement ”) with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the “ Initial Exchange ”) $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred Stock ”), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the “ Additi
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Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Classover Holdings, Inc.: Company redomesticated from Delaware to Nevada, adopting a new Nevada charter and new Nevada bylaws effective December 24, 2025 (effective 2025-12-24).
- Change
- charter amendment
- Effective
- 2025-12-24
Exact text from the filing
On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.
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Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Classover Holdings, Inc. entered into Exchange Agreement with institutional investor valued at Exchange of $2,000,000 of Senior Secured Convertible Notes for 2,000 shares of Series C Convertible (effective 2025-12-29).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- institutional investor
- Value
- Exchange of $2,000,000 of Senior Secured Convertible Notes for 2,000 shares of Series C Convertible
- Effective
- 2025-12-29
Exact text from the filing
On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement ") with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the “ Initial Exchange ”) $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred Stock ”), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the “ Additi
View on SEC.gov