What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-19 · 356 added, 113 removed, 339 unchanged (58% of the section changed)

10 unchanged sentences

Property and equipment, net

Intangible assets, net

Operating lease right-of-use assets, net

Investment accounts

Total noncurrent assets

11 unchanged sentences

Operating lease liabilities - noncurrent

Deferred tax liabilities

Warrant liabilities

Total noncurrent liabilities

3 unchanged sentences

Preferred Stock, $ 0.0001 par value, 10,000,000 shares authorized,

-Series A, 1,000,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024*

-Series B, no shares issued and outstanding as of March 31, 2025 and December 31, 2024*

Class A Common Stock, $ 0.0001 par value, 50,000,000 shares authorized, 6,535,014 shares issued and outstanding as of March 31, 2025 and December 31, 2024*

Class B Common Stock $ 0.0001 par value, 450,000,000 shares authorized, 1,531,864 shares issued and outstanding as of March 31, 2025 and December 31, 2024*

-Series A, 584,869 and 1,000,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

-Series B, 5,000 and no shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

Class A Common Stock, $ 0.0001 par value, 50,000,000 shares authorized, 6,535,014 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

Class B Common Stock $ 0.0001 par value, 450,000,000 shares authorized, 18,083,473 and 10,730,691 shares issued and outstanding as of June 30, 2025 and December 31, 2024*, repectively

Additional paid-in capital

2 unchanged sentences

( 4,599,724 )

Total stockholders' (deficit)

( 4,816,361 )

Total stockholders' equity (deficit)

( 4,519,154 )

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(EXPRESSED IN US DOLLARS)

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Service revenues

10 unchanged sentences

(Loss) from operations

( 1,699,033 )

( 1,994,940 )

Other income (expense)

Change in fair value of warrants

( 1,540,424 )

Change in fair value of crypto assets

Change in fair value of convertible debt

Financing cost

Staking rewards

Interest and other expense

Total other income (expense)

( 2,128,776 )

( 2,130,076 )

(Loss) before provision for income taxes

( 3,827,809 )

( 4,125,016 )

Provision for income taxes

1 unchanged sentence

$ ( 172,819 )

$ ( 4,163,376 )

$ ( 339,908 )

Weighted average shares outstanding-Preferred Stock-Series A*

Basic and diluted net income per share-Preferred Stock-Series A*

$ ( 160,914 )

$ ( 195,026 )

Weighted average shares outstanding-Preferred Stock-Series B*

Basic and diluted net income per share-Preferred Stock-Series B*

Weighted average shares outstanding-Class A Common Stock*

2 unchanged sentences

$ ( 1,274,499 )

$ ( 118,997 )

Weighted average shares outstanding-Class B Common Stock*

Basic and diluted net income per share-Class B Common Stock*

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

$ ( 2,653,308 )

$ ( 103,059 )

$ ( 2,693,397 )

$ ( 202,702 )

See accompanying notes to the consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED INTERIM CONDENSED CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(EXPRESSED IN US DOLLARS)

1 unchanged sentence

Preferred Stock-Series A amount

Preferred Stock-Series B*

Preferred Stock-Series B amount

Class A Common Stock*

11 unchanged sentences

$ ( 3,843,195 )

Balance at December 31, 2024

Balance at June 30, 2024 (unaudited)

$ ( 4,096,584 )

$ ( 4,016,014 )

Balance at December 31, 2024

Balance at March 31, 2025 (unaudited)

1 unchanged sentence

$ ( 4,816,361 )

* Giving retroactive effect to reverse recapitalization effected on April 4, 2025

Reverse recapitalization

Conversion of convertible debt

Common stock issued to SPAC public shareholders

Capital contribution from private placement

Employee stock compensation

Stock compensation to advisors

Conversion of preferred stock to common stock

Issurance of common stock and warrants for intangible assets acquisition

Stock issued for waiving contractual restriction

Balance at June 30, 2025 (unaudited)

$ ( 8,763,100 )

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(EXPRESSED IN US DOLLARS)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Amortization of operating lease right-of-use assets

Stock compensation issued for consulting services

Employee stock compensation

Stock compensation issued for advisory service

Deferred tax liabilities

Change in fair value of warrants

Change in fair value of crypto assets

Change in fair value of convertible debt

Stock issued for waiving contractual restriction

Staking rewards

Changes in operating assets and liabilities:

10 unchanged sentences

Purchases of property and equipment

Purchases of crypto assets

( 1,050,000 )

Purchases of intangible assets

( 1,250,000 )

Net cash (used in) investing activities

( 2,300,000 )

Cash flows from financing activities:

Proceeds from convertible notes payable

Capital contribution from private placement

Proceeds from the reverse recapitalization

Repayment of promissory notes to related party

Proceeds from promissory notes related party

5 unchanged sentences

Cash paid during the period for:

Noncash activities:

Issuance of common stock and warrants for intangible assets acquisition

Purchase of crypto assets through convertible debt

Common stock issued for liability payment

Conversion of convertible debt and interest payable

Conversion of preferred stock to common stock

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREETHREE MONTHS ENDED March 31, 2025 AND 2024

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Description of the Business and Basis of Presentation

Classover Holdings, Inc.

(the “Company”) is a company incorporated on May 2, 2024 under Delaware law as a wholly owned subsidiary of Battery Future Acquisition Corp., a Cayman Islands exempted Company ( “BFAC”), to effectuate a business combination transaction.

(the “Company”) is a company incorporated on May 2, 2024 under Delaware law as a wholly owned subsidiary of the Battery Future Acquisition Corp., a Cayman Islands exempted Company (the “BFAC”).

On April 4, 2025, upon the closing of the business combination (the “Closing”), BFAC Merger Sub 1 Corp.

4 unchanged sentences

Under this method of accounting, BFAC will be treated as the “acquired” company for financial reporting purposes.

This determination is primarily based on Classover DE stockholders comprising a majority of the voting power of the Company, directors appointed by Classover DE constituting majority of the Company’s board of directors, Classover DE’s operations prior to the merger comprising the only ongoing operations of the Company, and Classover DE’s senior management comprising all of the senior management of the Company.

This determination is primarily based on Classover DE stockholders comprise majority of the voting power of the Company, directors appointed by Classover DE constituting majority of the Company’s board of directors, Classover DE’s operations prior to the merger comprising the only ongoing operations of the Company, and Classover DE’s senior management comprising all of the senior management of the Company.

Accordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financial statements of Classover DE with the merger treated as the equivalent of Classover DE issuing stock for the net assets of BFAC, accompanied by a recapitalization.

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GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025.

Accordingly, these statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2024 and 2023.

Summary of Significant Accounting Policies

Accounting Principles —The consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (GAAP).

Principles of C onsolidation —The consolidated financial statements include the financial statements of the Company and its subsidiary.

Accounting Principles

The consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States of America (GAAP).

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiary.

All significant intercompany transactions and balances between the Company and its subsidiary are eliminated upon consolidation.

Liquidity and Going Concern— As of March 31, 2025, the Company had cash of $ 80,416 , current liabilities of $ 3,595,464 , a working capital deficit of $ 3,509,780 , and a stockholders’ deficit of $ 4,816,361 .

For the three months ended March 31, 2025 and 2024, the Company had losses of $ 297,207 and $ 167,089 , respectively.

These factors among others, raise substantial doubt about the ability of the Company to continue as a going concern.

Liquidity and Going Concern

As of June 30, 2025, the Company had cash of $ 5,978,572 , current liabilities of $ 4,585,015 , a working capital of $ 1,400,847 and a stockholders’ equity of $ 2,704,703 .

For the three months ended June 30, 2025 and 2024, the Company had losses of $ 3,866,169 and $ 172,819 , respectively, and for the six months ended June 30, 2025 and 2024, the Company had losses of $ 4,163,376 and $ 339,908 , respectively.

The continuing losses raise substantial doubt about the ability of the Company to continue as a going concern.

The Company completed business combination with BFAC on April 4, 2025 and received $ 1,075,936 from BFAC’s trust account.

Additionally, the Company received an aggregate of $ 4,700,000 from a PIPE investor in connection with the business combination, and entered into an equity purchase facility agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Solana”) for up to an aggregate of $ 400 million in newly issued shares of the Company’s Class B common stock.

Management of the Company has evaluated the mitigation plans and determined that the subsequent financing is sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these combined and consolidated financial statements.

Additionally, the Company received an aggregate of $ 4,700,000 from PIPE investors following the business combination, and entered into an equity purchase facility agreement (the “FPFA”) with Solana Strategic Holdings LLC (“Solana Holdings”) for up to an aggregate of $ 400 million in newly issued shares of the Company’s Class B common stock.

Moreover, on May 30, 2025, the Company entered into a Securities Purchase Agreement with an investor and the Company may sell to the investor up to an aggregate of $500 million in newly issued senior secured convertible notes (the “Notes”).

On June 6, 2025, the Company consummated the initial closing of $ 11 million of Notes.

Management of the Company has evaluated the mitigation plans and determined that the current working capital, cash position, the FPFA, and Notes available for future issuance are sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these combined and consolidated financial statements.

Accordingly, the Company’s combined and consolidated financial statements are prepared on going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Use of Estimates— The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited to, useful lives of property and equipment, valuation of deferred tax assets and liabilities, operating lease right-of-use assets and liabilities and deferred revenue.

2 unchanged sentences

To the extent that there are material differences between these estimates and actual results, the Company’s consolidated financial statements will be affected.

Revenue Recognition— The Company has three predominant sources of revenue:

Revenue Recognition

The Company has six predominant sources of revenue:

time-based subscriptions, credit-based subscriptions to our online courses, and marketing consulting services.

15 unchanged sentences

Customers are required to prepay the full consulting service charge, which is fixed and determinable, at contract inception to secure program spot, and revenue is recognized over time on a straight-line basis through the service term.

Principal Agent Considerations — The Company makes its application available to be downloaded through third-party digital distribution service providers.

Principal Agent Considerations

The Company makes its application available to be downloaded through third-party digital distribution service providers.

Users who intend to enroll our courses are directed to third-party payment platforms before completing the subscription with us.

2 unchanged sentences

The Company records revenue on a gross basis as a principal and records fees paid to third-party payment platforms as cost of revenues.

Deferred Revenue — Deferred revenue mostly consists of payments we receive in advance of revenue recognition.

Deferred Revenue

Deferred revenue mostly consists of payments we receive in advance of revenue recognition.

Revenue is recognized over the life of the subscription, or as the delivery of the pre-purchased class sessions occurs.

The Company classifies deferred revenue as a short-term liability on the balance sheets as the longest subscription plan is for twelve months and the remaining sessions are expected to be delivered within twelve months or less.

Cost of Revenue— Cost of revenue predominantly consists of streaming services, third-party payment processing fees, and wages for teachers and certain employees engaged in producing the revenue.

Referral Incentives – Referral incentives are course credits that we offer to our customers for referring new customers.

Cost of Revenue

Cost of revenue predominantly consists of streaming services, third-party payment processing fees, and wages for teachers and certain employees engaged in producing the revenue.

Referral Incentives

Referral incentives are course credits that we offer to our customers for referring new customers.

The incentives are expensed as incurred when the credits are consummated and the corresponding expenses, which are independent educators’ compensation allocated to service the referral credits, are included in selling expenses

Cash and Cash Equivalents— Cash consists primarily of cash on hand and bank deposits.

Cash and Cash Equivalents

Cash consists primarily of cash on hand and bank deposits.

The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times.

The following table shows the breakout between cash on hand and bank deposits.

June 30, 2025

December 31, 2024

Bank deposits

3 unchanged sentences

Accounts considered uncollectible are written off against the allowance after exhaustive efforts at collection is made.

As of March 31,2025, there was no allowance for deposits.

Property and Equipment— Property and equipment primarily includes computers and furniture stated at cost, less accumulated depreciation.

As of June 30,2025, there was no allowance for deposits.

Property and Equipment

Property and equipment primarily includes computers and furniture stated at cost, less accumulated depreciation.

Depreciation is computed on the straight-line method over 5 years.

1 unchanged sentence

Costs related to maintenance and repairs that do not extend the assets’ useful life are expensed as incurred.

Income Taxes— The Company provides for income taxes in accordance with the asset and liability method.

Investment accounts

Investment accounts consist of cash and crypto assets held for investment purposes.

Cash is carried at cost, which approximates fair value due to its short-term nature.

The Company has elected to use the weighted average cost (WAC) method to determine the cost basis for its initial recognition of crypto asset holdings.

Under this method, the cost of crypto assets sold or exchanged is calculated using the weighted average cost per unit at the time of the transaction.

This method is applied consistently across all crypto asset holdings.

The Company measures the fair value of its crypto assets subsequently, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period.

The Company establishes a deferred tax liability if the market value of crypto assets at the reporting date is greater than the average cost basis of the Company’s crypto holdings at such reporting date, and any subsequent increases or decreases in the market value of crypto assets increases or decreases the deferred tax liability.

In determining the gain (loss) to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the crypto assets with WAC method.

Intangible assets

Intangible assets acquired by the Company are stated at cost less accumulated amortization (where the estimated useful life is finite) and impairment losses.

Amortization of intangible assets with finite useful lives is charged to profit or loss on a straight-line basis over the assets’ estimated useful life, which is the period over which an asset is expected to be available for use.

The estimates and associated assumptions of useful life determined by the Company are based on technical or commercial obsolescence, legal or contractual limits on the use of the asset, and other relevant factors.

Both the period and method of amortization are reviewed annually.

Intangible assets are not amortized while their useful lives are assessed to be indefinite.

Any conclusion that the useful life of an intangible asset is indefinite is reviewed annually to determine whether events and circumstances continue to support the indefinite useful life assessment for that asset.

If they do not, the change in the useful life assessment from indefinite to finite is accounted for prospectively from the date of change and in accordance with the policy for amortization of intangible assets with finite lives as set out above.

The Company provides for income taxes in accordance with the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities for financial reporting and for income tax reporting.

4 unchanged sentences

The second step is to measure the tax benefit as the largest amount that is 50% likely of being realized upon settlement with a taxing authority.

There were no amounts recorded at March 31, 2025 and December 31, 2024 related to uncertain tax positions.

Fair Value of Financial Instruments —The Company accounts for certain assets and liabilities at fair value in accordance with the accounting guidance applicable to fair value measurements and disclosures.

There were no amounts recorded at June 30, 2025 and December 31, 2024 related to uncertain tax positions.

Fair Value of Financial Instruments

The Company accounts for certain assets and liabilities at fair value in accordance with the accounting guidance applicable to fair value measurements and disclosures.

The carrying values of cash, accounts payable, deferred revenues, interest payable, due to related parties, and accrued liabilities and other payables are deemed to be reasonable estimates of their fair values because of their short-term nature.

Research and Development Costs — Research and development expenses are expensed as incurred and include compensation-related expenses to the outsourced subcontractors for maintenance of our online learning platform.

Segment I nformation and G eographic D ata —FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for details on the Company’s business segments.

Research and Development Costs

Research and development expenses are expensed as incurred and include compensation-related expenses to the outsourced subcontractors for maintenance of our online learning platform.

Segment Information and Geographic Data

FASB ASC 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments.

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Based on management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280.

Advertising C osts— Advertising costs amounted to $ 7,402 and $ 20,349 for the three months ended March 31, 2025 and 2024, respectively.

Advertising Costs

Advertising costs amounted to $ 11,187 and $ 23,074 for the three months ended June 30, 2025 and 2024, respectively, and $ 18,589 and $ 43,423 for the six months ended June 30, 2025 and 2024.

Advertising costs are expensed as incurred and included in selling expenses.

Contingencies— The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Contingencies

The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated.

If a loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss, would be disclosed.

Operating L eases— Effective January 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess:

Operating Leases

Effective January 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require the Company to reassess:

(1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.

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The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

Earnings (loss) per S hare

Earnings (loss) per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share”.

3 unchanged sentences

Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the three months ended March 31, 2025 and 2024, the convertible notes payable were excluded from the calculation of diluted EPS as their inclusion would have been anti-dilutive.

For the three and six months ended June 30, 2025 and 2024, the convertible notes payable were excluded from the calculation of diluted EPS as their inclusion would have been anti-dilutive.

Recently Adopted Accounting Pronouncements

4 unchanged sentences

The adoption of this guidance did not have an impact on our consolidated financial statements and related disclosures.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period.

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

The Company adopted this guidance effective January 1, 2025.

Property and Equipment, net

Property and equipment consists of the following as of March 31, 2025 and December 31, 2024:

Property and equipment consists of the following as of June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

Computers and electronic equipment

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Total property and equipment, net

Depreciation expense was $ 16,221 and $ 9,756 for the three months ended March 31, 2025 and 2024, respectively, and is included within general and administrative expenses in the Company’s statements of operations.

Depreciation expense was $ 16,221 and $ 13,624 for the three months ended June 30, 2025 and 2024, respectively, and $ 32,442 and $ 23,380 for the six months ended June 30, 2025 and 2024, respectively.

Depreciation expense is included within general and administrative expenses in the Company’s statements of operations.

Investment accounts

Investment accounts consist of cash and crypto assets held for investment purposes.

Cash is carried at cost, which approximates fair value due to its short-term nature.

The Company accounts for its crypto assets, which are currently comprised solely of Solana, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other and ASU 2023-08.

The Company’s crypto assets are initially recorded at cost and subsequently are measured at fair value as of each reporting period.

The Company determines the fair value of its crypto assets in accordance with ASC 820, Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs).

Changes in fair value are recognized in the Company’s consolidated statement of operations.

The following table summarizes the Company’s digital asset holdings, as of:

June 30, 2025

December 31, 2024

Number of Solana

Crypto asset carrying value

Unrealized gain (loss) on crypto assets

Staking rewards

Total investment accounts

Intangible Assets

On June 30, 2025, the Company acquired certain intellectual property rights and trademarks (“IP”) with fair value $ 8,500,000 from Silver Run Group, LLC and its wholly owned subsidiary, Deer Creek IP, LLC, which are expected to enhance the Company’s development and future commercialization strategy.

The total consideration for the acquisition was approximately $ 5,775,000 , consisting of the following components:

Cash consideration of $1,250,000;

Issuance of 800,000 shares of the Company’s Class B common stock valued at $ 2.94 , totaling $ 2,352,000 , based on the fair value of the shares on the acquisition date;

Issuance of pre-funded warrants to purchase 739,278 shares of Class B common stock, with an exercise price of $ 0.01 per share and an expiration date of June 30, 2030.

The pre-funded warrants are exercisable on a cash or cashless basis and are subject to a 9.9 % beneficial ownership blocker.

The fair value of the warrants on the acquisition date was estimated at $2.94 using the Black-Scholes option pricing model with the following assumptions:

Expected term:

Expected volatility:

Risk-free interest rate:

Dividend yield:

The Company accounts for asset acquisitions in accordance with ASC 805-50, Business Combinations – Related Issues.

An asset acquisition occurs when a transaction does not meet the definition of a business under ASC 805-10.

In such cases, the total cost of the acquisition, including consideration transferred, transaction costs, and other directly attributable costs.

No bargain purchase gain is recognized in an asset acquisition.

All equity securities issued in the transaction are subject to a six-month lock-up pursuant to a Lock-Up Agreement entered into on the same date.

The acquired IP is recorded as an intangible asset and is being amortized over its estimated useful life of 12 years.

Amortization expense related to the acquired IP for the three and six months ended June 30, 2025 was $ 0 .

Future amortization of the Company’s intangible assets is presented below:

Year ended December 31,

On November 1, 2022, the Company entered into an operating sublease with a related party Dream Go for its office space located at 450 7 th Avenue, Suite 905, New York, NY 10123 expiring on October 31, 2029.

On November 1, 2022, the Company recognized approximately $ 2.2 million of right of use (“ROU”) assets and operating lease liabilities based on the present value of the future minimum rental payments of the sublease, using an incremental borrowing rate of 4 %.

As of March 31, 2025, the Company’s operating sublease had a remaining lease term of approximately 4.6 years.

For the three months ended March 31, 2025 and 2024, rent expense for the operating sublease was $ 90,253 and $ 90,253 , respectively.

The Company’s sublease obligations as of March 31, 2025 are presented below:

On November 1, 2022, the Company recognized approximately $ 2.2 million of ROU assets and operating lease liabilities based on the present value of the future minimum rental payments of the sublease, using an incremental borrowing rate of 4 %.

As of June 30, 2025, the Company’s operating sublease had a remaining lease term of approximately 4.3 years.

For the three and six months ended June 30, 2025 and 2024, rent expense for the operating sublease was $ 90,253 and 180,506 , respectively.

The Company’s sublease obligations as of June 30, 2025 are presented below:

Year ending December 31,

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Billed and uncollected operating lease receivables will be included in due from related parties which are stated at their estimated net realizable value.

For the three months ended March 31, 2025 and 2024, the Company’s income from these three subleases totaled $ 24,854 and $ 15,000 (which has been reflected as a reduction of general and administrative expenses in the accompanying consolidated Statements of Operations).

For the three months ended June 30, 2025 and 2024, the Company’s income from these subleases totaled $ 24,325 and $ 25,048 respectively, and for the six months ended June 30, 2024 and 2023, the Company’s income from these subleases totaled $ 49,920 and $ 62,620 , respectively (which has been reflected as a reduction of general and administrative expenses in the accompanying consolidated Statements of Operations).

Accrued Liabilities and Other Payables

Accrued liabilities and other payables consisted of the following:

June 30, 2025

December 31, 2024

Credit card payable

Payroll tax payable

The Company had no income tax provision for the three months ended March 31, 2025 and 2024.

The Company has the following deferred tax assets (liabilities) as of March 31, 2025 and December 31 2024:

The Company had $ 38,360 income tax provision for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2025

For the six months ended June 30, 202 4

Deferred income tax expense

Current income tax expense

The Company has the following deferred tax assets (liabilities) as of June 30, 2025 and December 31 2024:

As of June 30, 2025

As of December 31, 2024

Net operating loss carryforwards

Change in fair value of warrants

Change in fair value of convertible debt

Other expense temporary difference

Total deferred tax assets

Deferred revenue

Change in fair value of crypto assets

Deferred tax liability- Depreciation

( 1,885,982 )

Net deferred taxes

Net deferred tax liability

The Company evaluated the recoverable amounts of deferred tax assets, and provided a valuation allowance to the extent that future taxable profits will not be available against which the net operating loss and temporary differences can be utilized.

1 unchanged sentence

In making such determination, the Company considered factors including future taxable income exclusive of reversing temporary differences and tax loss carry forwards.

The Company has provided a full valuation allowance for the net deferred tax asset as it is not more likely than not that the asset will be realized.

The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the periods ended March 31, 2025 and 2024:

The Company has provided a valuation allowance for the net deferred tax asset as it is not more likely than not that the asset will be realized.

The provision for income taxes differs from the amounts computed by applying the federal statutory rate as follows for the periods ended June 30, 2025 and 2024:

June 30, 2025

June 30, 2024

Federal statutory rate

1 unchanged sentence

Effective income tax rate

The effective tax rate for the three months ended March 31, 2025 and 2024 is less than the statutory rate primarily as a result of the valuation allowance for net deferred tax assets.

No uncertain tax benefits have been recorded for the three months ended March 31, 2025 and 2024

The effective tax rate for the six months ended June 30, 2025 and 2024 is less than the statutory rate primarily as a result of the valuation allowance for net deferred tax assets.

No uncertain tax benefits have been recorded for the three and six months ended June 30, 2025 and 2024

On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” (the “Act”) was signed into law.

1 unchanged sentence

The Company analyzed the provisions of the Act and determined there was no significant impact to its income taxes for the periods presented.

As of March 31, 2025, the Company has approximately $ 4,979,000 in federal net operating loss carryforwards.

As of June 30, 2025, Classover NJ and Classover Holdings, Inc.

has approximately $ 6,447,100 and $ 730,000 in federal net operating loss carryforwards, respectively.

These loss carryforwards have an indefinite life.

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Related parties

As of March 31, 2025 and December 31, 2024, the Company has related party transactions with the following affiliates and affiliated entities:

As of June 30, 2025 and December 31, 2024, The Company has related party transactions with the following affiliates and affiliated entities:

Related Party Name

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Due from related parties

June 30, 2025

December 31, 2024

Dream Legal Group, Inc.

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Due to related parties

Yi Liu- accrued interest on promissory note

June 30, 2025

December 31, 2024

Luo Hui-accrued interest on promissory note

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at a rate of 4% per annum

Luo Hui – promissory note, due on March 31, 2026;

Luo Hui – promissory note, due on June 30, 2026;

at a rate of 4% per annum

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Total due to related parties - current

*During three months ended March 31, 2025, Dream Go Inc advanced $to the Company for operating expenses which is interest free and due on demand.

The following table represents related party transactions for the three months ended March 31, 2025 and 2024:

The following table represents related party transactions for the six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

Business Purpose of Transaction

June 30 , 2025

June 30 , 2024

June 30 , 2025

June 30 , 2024

Dream Legal Group, Inc

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Sublease income has been reflected as a reduction of general and administrative expenses in the accompanying consolidated statements of operations.

As of March 31, 2025 and December 31, 2024, the Company has the following ROU assets and operating lease liabilities recognized from related party under ASC 842 (Note 4):

As of June 30, 2025 and December 31, 2024, the Company has the following ROU assets and operating lease liabilities recognized from related party under ASC 842 (Note 4):

June 30, 2025

December 31, 2024

Short term obligation under operating leases

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$ ( 1,241,495 )

Convertible notes

Conversion of convertible notes in connection with the Business Combination

Convertible notes payable is comprised of the following as of December 31, 2024:

Interest Rate

Conversion Cap

Maturity Date

December 31, 2024

Upon the closing of the business combination, the above notes $ 1,750,000 and accrued interest payable $ 19,072 were converted to 4,433,122 Class B Common Shares.

2025 Convertible Notes

On May 30, 2025, the Company entered into a Securities Purchase Agreement for up to an aggregate of $ 500 million in newly issued Notes.

The Purchase Agreement provided for an initial closing of $ 11 million of Notes.

The Company has agreed, subject to certain exceptions contained in the Purchase Agreement, to use 80% of the net proceeds from the notes to purchase certain cryptocurrency as set forth in the Purchase Agreement.

The Notes are convertible into Class B common stock of the Company at the option of the holder at an initial conversion price equal to 200% of the closing price of the Common Stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the Notes.

Interest is payable under the Notes at a rate of 7 % per annum and is payable, quarterly, at the option of the Company in cash, through the issuance of additional Notes or, under certain situations, through the issuance of shares of Class B common stock.

The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries (subject to certain exceptions contained in the notes) and will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and the cryptocurrency purchased with the proceeds of the Notes.

The Notes are due on the two-year anniversary of the date of issuance unless earlier converted or repaid.

Description of Notes:

7.0 % per annum, quarterly, PIK-eligible

Conversion Price

Initially $ 7.36 subject to adjustments

$ 0.74 per share

120% upon Issuer’s Call, 0% on Maturity

Use of Proceeds

80% for SOL investment;

20% for operations

The Company elected the fair value option for the Notes.

The fair value of the Notes are remeasured at each balance sheet date and any changes are recorded in the consolidated statements of operations.

For the three and six months ended June 30, 2025, the Company recorded a change in the fair value of the Notes in the amount of a loss of $ 260,630 .

For the three and six months ended June 30, 2025, interest expense related to the Notes is 50,630 .

Warrant Liabilities

In connection with the Reorganization Merger, the Company has assumed 17,250,000 warrants outstanding from BFAC public shareholders.

Each whole warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject to adjustment as described below, commencing 30 days after the completion of its initial business combination, and expiring five years from after the completion of an initial business combination.

No fractional warrant will be issued and only whole warrants will trade.

The Company may redeem the warrants at a price of $ 0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $18.00 (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period.

If the Company redeems the warrants as described above, management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” If a registration statement is not effective within 90 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act.

If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the warrant exercise.

The Company accounts for the 17,250,000 warrants issued in connection with the Public Offering of BFAC in accordance with the guidance contained in ASC 815-40.

Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability.

Accordingly, the Company classifies each warrant as a liability at its fair value.

This liability is subject to remeasurement at each condensed balance sheet date.

With each such remeasurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s unaudited condensed statements of operations.

The following table presents the changes in the fair value of warrant liabilities:

Fair value as of April 4, 2025 (Reorganization Merger Date)

Change in fair value

Fair value as of June 30, 2025

Recurring f air v alue m easurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP (as defined in Note 2) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers consist of:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following tables present fair value information as of June 30, 2025, the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

June 30, 2025

Investment- Crypto asset

Warrant liabilities

Convertible notes payable

Promissory convertible notes are unsecured obligations subordinated to the Company’s senior debts, if any.

These notes have a principal balance that accrues simple interest at a rate of 0.44% per annum and matures five years from the date of issuance.

The conversion of these notes into equity occurs at the earliest of:

the closing of the next qualified equity financing, which is the next sale of preferred stock for purpose of raising capital following the issuance of convertible notes;

at the election of the requisite noteholders following a corporate transaction, which occurs at i) the sale, transfer, or disposition of all or substantially all of the Company’s assets;

or ii) the consummation of a merger or consolidation of the Company with or into entity;

or iii) the transfer of more than 50 % of outstanding voting securities of the Company;

at the maturity.

The conversion price is calculated based on:

the product of 80% and the lowest per share purchase price of preferred stock issued in the next equity financing ;

the quotient resulting from dividing a conversion valuation cap by the fully diluted capitalization of the Company immediately prior to the closing of a corporate transaction;

the quotient resulting from dividing a conversion valuation cap by the fully diluted capitalization of the Company immediately prior to maturity.

Convertible notes payable is comprised of the following as of March 31, 2025 and December 31, 2024:

Segment information and revenue analysis

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Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Time-based subscriptions

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Commitments and Contingencies

Acquisition Agreement

On May 12, 2024, the Company executed an Agreement and Plan of Merger with BFAC, BFAC Merger Sub 1 Corp.

and BFAC Merger Sub 2 Corp.

and Classover DE.

The agreement provides for the Company’s acquisition of 100 % of the issued and outstanding equity of Classover DE in exchange for the issuance of 1) an aggregate of 6,534,014 shares of Class A common stock and 2) an aggregate of 5,964,986 shares of Class B common stock and 3) an aggregate of 1,000,000 shares of Series A preferred stock.

Legal Proceedings

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The Company establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.

At March 31, 2025, the Company was not involved in any material legal proceedings regarding claims or legal actions against the Company.

Note 11 — Equity

The total number of shares which the Company shall have the authority to issue is five hundred and ten million ( 510,000,000 ) shares, which include 50,000,000 shares of Class A common stock, par value $ 0.0001 per share, 450,000,000 shares of Class B common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock.

At June 30, 2025, the Company was not involved in any material legal proceedings regarding claims or legal actions against the Company.

As of June 30, 2025, the total number of shares which the Company shall have the authority to issue is five hundred and ten million ( 510,000,000 ) shares, which include 50,000,000 shares of Class A common stock, par value $ 0.0001 per share, 450,000,000 shares of Class B common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock.

The Preferred Stock authorized by this Certificate of Incorporation may be issued in series.

Each Series A Preferred Shares are convertible to Class B Common Shares on a 1 to 1 basis, and each Series B Preferred Shares are convertible to Class B Common Shares on a 1 to 100 basis.

Holders of shares of Common Stock will exclusively possess all voting power with respect to the Company and are entitled vote on all matters submitted to the Company’s stockholders for their vote or approval.

Each share of Class A Common Stock has the voting power of twenty-five votes and each share of Class B Common Stock has the voting power of one vote.

As a result of the Merger as described in Note 13, all share and per share data has been retroactively restated to reflect the current capital structure of the Company.

As of March 31, 2025 and December 31, 2024, 1,000,000 shares of Series A Preferred Stock, 6,535,014 shares of Class A Common Stock and 1,531,864 shares of Class B Common Shares were issued and outstanding.

Reverse Recapitalization and De-SPAC Merger

On April 4, 2025, The Company consummated a business combination with Classover DE and BFAC (the SPAC), resulting in a reverse recapitalization.

As part of the transaction:

·Former Classover DE shareholders received 12,500,000 shares of Company’s equity, including:

○ 6,535,014 Class A common shares to Hui Luo

1,531,864 Class B common shares to other Classover shareholders

1,000,000 Series A Preferred Shares to Classover equity holders

4,433,122 Class B common shares to convertible note holders upon conversion

BFAC Sponsor received 9,600,000 Class B common shares

Remaining BFAC IPO investors were issued 168,356 Class B common shares, representing residual trust shares post-redemptions (3,683,125 original shares less 3,514,769 redeemed)

17,250,000 warrants were exchanged 1-for-1 with original BFAC warrant holders

These equity issuances were part of the reverse recapitalization and accounted for in accordance with ASC 805-40.

No goodwill or intangible assets were recorded.

The conversion of convertible notes was accounted for in accordance with ASC 470-20, with no gain or loss recognized upon conversion.

Shares issued in connection with the Company’s Merger on April, 4, 2025:

Holders of BFAC public shareholders – Class B

BFAC sponsors – Class B

Founder of Classover DE – Class A

Rest of Classover DE shareholders prior to merger – Class B

Convertible note holders of Classover Inc.

prior to merger – Class B

Classover DE equity holders-Series A Preferred Shares

Total Class A common shares

Total Class B common shares

Total Series A Preferred Shares

PIPE Investment

On April 4 and April 14, 2025, a PIPE investor invested an aggregate of $ 5,000,000 via a PIPE agreement with 5,000 Series B Preferred Shares to the PIPE investor.

Preferred shares were classified as equity under ASC 480.

$5,000,000 was delivered, less $300,000 in transaction costs, with net proceeds of $4,700,000 .

On May 30, 2025, the Company issued 25,000 Class B common shares to the investor as consideration for waving specific financing restrictions under the PIPE agreement.

Shares issued as contract modifications are recorded at fair value and $ 66,500 expense was recorded when the waiver becomes effective, per ASC 470 and ASC 505.

2024 Incentive Plan

In connection with the Reorganization Merger, the Company adopted the Equity Incentive Plan (the “2024 Incentive Plan”).

The 2024 Incentive Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or equity-related cash-based awards.

Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2024 Incentive Plan.

The 2024 Incentive Plan provides for the future issuance of shares of the Company’s Class B Common Shares, representing 8% of the number of shares of the Company’s Common Stock outstanding following the Business Combination (after giving effect to the Redemption).

Accordingly, the 2024 Incentive Plan is eligible to issue up to 3,268,668 Class B Common Shares.

On April 17, 2025, 820,000 shares were granted as equity-based compensation to two employees of the Company, which will be vested over three years.

On April 28, 2025, 100,000 shares were issued to a third-party advisor for advisory services which will be vested over one year.

Shares were measured at fair value on grant date under ASC 718.

Compensation cost is recognized ratably over the vesting period.

During the three and six months ended June 30, 2025, stock compensation cost were $ 137,278 .

Other equity transactions

On April 17, 2025, 190,000 shares were issued to a professional service provider as part of an outstanding bill payment amount to $ 430,000 .

On June 30, 2025, 415,131 Series A Preferred Shares were converted into an equivalent number of Class B common shares on a 1:1 basis.

The conversion was accounted for as an equity-for-equity exchange under ASC 505.

No gain or loss recognized.

On June 30, 2025, the Company acquired intellectual property using $ 1,250,000 cash, 800,000 Class B common shares and 739,278 warrants.

The transaction was accounted for under ASC 805-50 as an asset acquisition.

Shares and warrants were valued at fair value on grant date.

Concentration of risk

Credit risk —The Company’s concentration of credit risk relates to financial institutions holding the Company’s cash.

The Company’s concentration of credit risk relates to financial institutions holding the Company’s cash.

The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times.

The insurance coverage for cash deposits at each bank is $ 250,000 .

As of March 31, 2025, the cash balance in each financial institution is insured by the FDIC.

As of June 30, 2025, a cash balance of $ 5,188,733 deposited with three financial institutions was uninsured.

Management believes that the financial institutions that hold the Company’s deposits are financially credit worthy and, accordingly, minimal credit risk exists with respect to those balances.

Customer concentration ris k—For the three months ended March 31, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues.

Vendor concentration risk —For the three months ended March 31, 2025 and 2024, no vendor accounted for over 10 % of the Company’s total purchases.

Customer concentration risk

For the three and six months ended June 30, 2025 and 2024, no customer accounted for more than 10 % of the Company’s total revenues.

Vendor concentration risk

For the three and six months ended June 30, 2025 and 2024, no vendor accounted for over 10 % of the Company’s total purchases.

Subsequent Events

As described above, on May 12, 2024, the Company entered into an Agreement and Plan of Merger (the “Business Combination Agreement”) by and among the Company, BFAC, Merger Sub 1, Merger Sub 2 and Classover DE.

Pursuant to the Business Combination Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub 1 was to merge with and into BFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of the Company, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 was to merge with and into Classover DE (the “Acquisition Merger”, and together with the Reorganization Merger the “Mergers”), with Classover DE being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of the Company.

On April 4, 2025 (the “Closing Date”), the parties consummated the Mergers and the transactions contemplated by the Business Combination Agreement.

The Company issued to the former security holders of Classover DE an aggregate of 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock and 1,000,000 shares of Series A preferred stock in exchange for their equity interests in the Company.

In addition, at Closing, the Company issued to a certain investor (the “PIPE Investor”) ( i) 2,400 shares of Series B preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), (ii) a warrant to purchase 1,600 shares of Series B Preferred Stock (the “First Preferred Warrant”), and (iii) a warrant to purchase 1,000 shares of Series B Preferred Stock (the “Second Preferred Warrant,” and together with the First Preferred Warrant, the “Preferred Warrants”), pursuant to the terms of a PIPE Agreement, dated November 22, 2024 (the “PIPE Agreement”), entered into by the Company, BFAC, Classover DE and the PIPE Investor .

At the Closing, the PIPE Investor exercised the First Preferred Warrant to purchase 1,000 shares of Series B Preferred Stock.

The PIPE Agreement and the Preferred Warrants together provide for the issuance of up to an aggregate of 5,000 shares of Series B Preferred Stock, with 3,400 shares issued at Closing for $3,230,000 (net of original issue discount), and the remaining shares issuable upon the exercise of the Second Preferred Warrant at later dates, subject to certain conditions, for an aggregate exercise price of up to $ 1,520,000 (net of original issue discount).

In connection with the PIPE, certain former shareholders of the Company transferred an aggregate of 1,000,000 shares of Class B Common Stock to the PIPE Investor.

On April 18, 2025, the PIPE investor exercised the remaining Preferred Warrants.

Accordingly, the Company issued 1,600 Series B Preferred Stock in exchange for an aggregate net proceed of $ 1,520,000 .

On April 19, 2025, the Company entered into a settlement agreement with Benjamin Securities, Inc.

(the “Benjamin”) to settle an aggregate of $ 525,000 outstanding advisory services fees by repaying a cash payment of $ 95,000 and an issuance of 190,000 shares of Class B common stock of the Company.

On April 21, 2025, the Company issued an aggregate of 820,000 shares of restricted Class B common stock of the Company to two employees under the Company’s 2024 Long-Term Incentive Equity Plan.

On April 30, 2025, the Company entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (“SSH”).

Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to SSH, and SSH shall purchase from the Company, up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock;

provided, however, that the Company will not issue a number of Shares in excess of 19.9% of the issued and outstanding shares of the Company on the date of the EPFA without first obtaining stockholder approval for such issuance as required by Nasdaq rules.

The Company will control the timing and amount of any sales of Shares to the Investor pursuant to the EPFA.

In connection with the EPFA, the Company has adopted a Solana-centric digital asset treasury strategy pursuant to which the Company will, subject to certain limitations, allocate a significant portion of the proceeds received from the sale of any shares under the EPFA to the purchasing, long-term holding, and staking of Solana tokens, including operating Solana validators to earn staking rewards and contribute to the network’s security and decentralization and reinvesting staking yields to further expand the Company’s Solana holdings and strengthen its engagement within the Solana ecosystem.

The Company has engaged Chaince Securities LLC as advisor to assist it with this treasury strategy and issued an aggregate of 100,000 shares of restricted Class B common stock of the Company as consideration for such services.

From May 2, 2025, to May 8, 2025, certain shareholders of Series A Preferred Stocks converted an aggregate of 410,777 Series A Preferred Stock to equal number of Class B Common Stock on a one-to-one basis.

On July 18, 2025, the Company held a special meeting of stockholders and approved an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of shares of Class B Common Stock the Company is authorized to issue from 450,000,000 shares to 2,000,000,000 shares.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements