Classover Holdings Inc-B美股招股说明书(2025-10-23版)

CLASSOVER HOLDINGS, INC. 29,168,390 SHARES OF CLASS B COMMON STOCK UNDERLYING SENIOR SECURED CONVERTIBLE NOTE 920,000 SHARES OF CLASS B COMMON STOCK HELD BY AFFILIATES 1,539,278 SHARES OF CLASS B COMMON STOCK HELD BY APA SELLER This prospectus relates to the offer and sale, from time to time, by the selling securityholders named in this prospectus (thSecurityholders”), or their permitted transferees, of up to (i) 29,168,390 shares of Class B common stock, par value $0.0001 per“Common Stock”), of Classover Holdings, Inc., a Delaware corporation (the “Company,” “Classover,” “we,” “us,” “our” or othphrases), that are issuable upon the conversion of certain senior secured convertible notes (the “Notes”) held by Solana Growth Vent(the “Note Purchase Investor”), (ii) 920,000 shares of Common Stock held by certain of our officers and consultants that were issued2024 Long-Term Incentive Equity Plan and (iii) 1,539,278 shares of Common Stock, including 739,278 shares issuable upon exercifunded warrants, held by Silver Run Group, LLC (the “APA Seller”) from which we purchased certain intellectual property, through adescribed in the section entitled “Plan of Distribution.” Table of Contents We are registering the resale of shares of Common Stock reserved for issuance to the Note Purchase Investor as requregistration rights agreement, dated as of June 6, 2025 (the “Registration Rights Agreement”), entered into by and among the CompanNote Purchase Investor. We will not receive any proceeds from the sale or issuance of shares of our Common Stock hereunder but any Notes that arewould be retired and the debt thereunder would be extinguished. We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityhbrokerage, accounting, tax or legal services (other than up to $3,500 we have agreed to reimburse legal counsel to the Note Purchasfor its review of this prospectus) or any other expenses incurred by the Selling Securityholders in disposing of the securities, associatesale of securities pursuant to this prospectus. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will isor sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus inof different ways and at varying prices. We provide more information in the section entitled “Plan of Distribution.” You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securCommon Stock and Public Warrants are traded on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symboland “KIDZW,” respectively. On October 20, 2025, the last reported sale price of our Common Stock on Nasdaq was $0.8766 per shalast reported sale price of our Public Warrants on Nasdaq was $0.0788. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will bto reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 18. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disappthese securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offen Prospectus dated October 22, 2025 TABLE OF CONTENTS PAbout This ProspectusFrequently Used TermsForward-Looking StatementsProspectus SummaryRisk FactorsUse of ProceedsUnaudited Pro Forma Condensed Combined Financial InformationManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusinessManagementExecutive CompensationCertain Relationships and Related Party TransactionsBeneficial Ownership of SecuritiesSelling SecurityholdersDescription of SecuritiesSecurities Act Restrictions on Resale of SecuritiesUnited States Federal Income Tax ConsiderationsPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIndex to Financial Statements ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commi“SEC”). The Selling Securityholders may use the registration statement to sell up to (i) 29,168,390 shares ofCommon Stock that arupon the conversion of the Notes held by the Selling Securityholders, (ii) 920,000 shares of Common Stock held by certain of our ofconsultants that were issued under our 2024 Long-Term Incentive Equity Plan and (iii) 1,539,278 shares of Common Stock, includinshares issuable upon exercise of pre-funded warrants, held by the APA Seller from which we purchased certain intellectual property,to time, through any means described in the section entitled “Plan of Distribution.” We may also file a prospectus supplement to add, update or change information included in this prospectu