Classover Holdings Inc-B 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR Classover Holdings, Inc. N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ As of May 16, 2025, the registrant had6,535,014shares of Class A Common Stock, par value $0.0001 per share, and 17,154,119shares of Class B Common Stock, par value $0.0001 per share, outstanding. Part I - Financial Information 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. CLASSOVER HOLDINGS, INC. AND SUBSIDIARIESNOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSTHREETHREE MONTHS ENDED March 31, 2025 AND 2024 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 business 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 ReorganizationMerger, BFAC Merger Sub 2 Corp. (“Merger Sub 2”) merged with and into Class Over Inc. (“Classover DE”), with Classover DE The merger is considered as a reverse recapitalization in accordance with Accounting Standards Codification (“ASC”) 805-40. Underthis method of accounting, BFAC will be treated as the “acquired” company for financial reporting purposes. This determination isprimarily based on Classover DE stockholders comprising a majority of the voting power of the Company, directors appointed by Accordingly, 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,accompanied by a recapitalization. The net assets of BFAC will be stated at historical cost, with no goodwill or other intangible assetsrecorded. Operations prior to the merger will be presented as those of Classover DE in financial statements of the Company. The 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 HuiLuo. 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 stock Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordancewith accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations ofthe 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 results 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). Table of Contents Principles ofConsolidation—The consolidated financial statements include the fin