Classover Holdings, Inc. (KIDZ): M&A transaction — Classover Holdings completes SPAC merger; PIPE raises $3.23M; new board appointed

Classover Holdings, Inc.

Business combination with Battery Future Acquisition Corp closed April 4, 2025; Pubco becomes holding company with BFAC and Class Over as subs.
PIPE investment of $3.23M net; 3,400 Series B Preferred shares issued, with warrants for up to $1.52M additional.
Former BFAC directors resigned; new board includes CEO Hui Luo, Yan Zhang, Tracy Xia, Mona Liang, Amanda Chang.
Lock-up: Class A shares restricted 12 months; certain Class B shares restricted 6 months post-closing.
3,514,769 BFAC shares redeemed in connection with merger; 15,733,342 Class B shares outstanding post-closing.

item 1.01 item 1.02 item 2.01 item 9.01 item 3.02 item 3.03 item 5.01 item 5.02 item 5.03 item 5.06

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Classover Holdings, Inc.: Registrant ceased to be a shell company after a business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Classover Holdings, Inc. underwent a change of control involving Class Over Inc. for Pubco issued to the former security holders of Class Over an aggregate of 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock and (closed 2025-04-04).

Action: change of control
Counterparty: Class Over Inc.
Consideration: Pubco issued to the former security holders of Class Over an aggregate of 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock and
Closing: 2025-04-04

Exact text from the filing

a warrant to purchase Class B Common Stock of Pubco (each, a “ Warrant ”). Additionally, at Closing, Pubco issued to the former security holders of Class Over an aggregate of 6,535,014 shares of Class A Common Stock, par value $0.0001 per share (“ Class A Common Stock ,” and together with the Class B Common Stock, the “ Common Stock ”), of Pubco, 5,964,986

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13 governance changes filed in the last 30 days. Browse all governance changes →

Classover Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001929980-25-000257

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