Classover Holdings Inc-B 2025年季度报告

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-42588 Classover Holdings, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdictionof incorporation or organization)450 7th Avenue,Suite 905,New York,NY (Address of principal executive offices) (800)345-9588(Issuer’s telephone number including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities - -------Balance at March 31,1,000,06,535,01,531,8 * Giving retroactive effect to reverse recapitalization effected on April 4, 2025 See accompanying notes to the consolidated financial statements. For the Three MonthsEnded March 31,20252024 Cash flows from operating activities: $(297,207)$(167,089)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization16,221Amortization of operating lease right-of-use assets75,221Stock compensation issued for consulting services- Accounts payableInterest payable Deferred revenuesOperating lease liabilities Cash flows from investing activities:Purchases of property and equipment Net cash (used in) investing activities-(128,554Cash flows from financing activities: Proceeds from promissory notes related party318,000Net cash provided by financing activities318,000Net (decrease) increase in cash29,734(218,239)Cash, beginning of period50,682Cash, end of period$80,416$Supplemental disclosure of cash flow information: 6 Note 1. 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 ownedsubsidiary of Battery Future Acquisition Corp., a Cayman Islands exempted Company ( “BFAC”), to effectuate a businesscombination transaction.On April 4, 2025, upon the closing of the business combination (the “Closing”), BFAC Merger Sub 1 Corp. (“Merger Sub 1”) mergedwith and into BFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger andbecoming a wholly-owned subsidiary of the Company, and then, immediately following the consummation of the Reorganization primarily based on Classover DE stockholders comprising a majority of the voting power of the Company, directors appointed byClassover 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 theAccordingly, for accounting purposes, the financial statements of the Company will represent a continuation of the financialstatements of Classover DE with the merger treated as the equivalent of Classover DE issuing stock for the net assets of BFAC, Classover DE was formed on March 16, 2022 as a holding company in Delaware, which was 100% controlled by the sole owner HuiLuo. Class Over Inc. (“Classover NJ”) was formed on June 16, 2020 in New Jersey, which was 100% controlled by the sole owner Hui Luo. Classover NJ is an online enrichment program that offers over 20 courses taught by certified instructors. It caters to children aged4 to 17, providing personalized attention and a supportive learning environment. On April 19, 2022, Classover DE entered into a stocktransfer agreement with Classover NJ. After the share exchange, Classover DE owned100% of Classover NJ.Basis of Presentation the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustmentsthat management of the Company considers necessary for a fair presentation of its financial position and operating results. The resultsof operations for the three months ended March 31, 2025 are not necessarily indicative of results to be expected for any other interimperiod or for the full year of 2025. Accordingly, these statements should be read in conjunction with the Company’s audited financial Note 2. Summary of Significant Accounting Policies Accounting Principles—The consolidated financial statements and accompanying notes are prepared in accordance with generallyaccepted accounting principles in the United States of America (GAAP). sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelvemonths 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 forthe foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operationsas they come due. Significant estimates and assumptions reflected in the consolidated financial statements include, but are not limited t