Classover Holdings Inc-B 2025年度报告

FORM 10-K ☒Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ____________ CLASSOVER HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada99-2827182(State or Other Jurisdictionof Incorporation)(I.R.S. EmployerIdentification No.) 450 7th Avenue, Suite 90510123(Address of Principal Executive Offices)(Zip Code) (800) 345-9588(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of each exchange on whichregistered Class B Common Stock, par value$0.0001 per shareKIDZThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Actof 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirement for the past 90 days. Yes☒No☐ 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 tosubmit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ 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.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2025, thelast day of the registrant’s most recently completed second fiscal quarter, was $3,332,736 (based on the closing price for shares of theregistrant’s Class B common stock as reported by the Nasdaq Stock Market on June 30, 2025 ($2.94)). As of March 31, 2026, there were 130,731 shares of Class A Common Stock outstanding, 1,174,718 shares of Class B Common Stockoutstanding and 522,801 shares of Series A Preferred Stock outstanding. Documents Incorporated by Reference: None. CLASSOVER HOLDINGS, INC.FORM 10-K TABLE OF CONTENTS PART IItem 1.Business3Item 1A.Risk Factors30Item 1B.Unresolved Staff Comments48Item 1C.Cybersecurity48Item 2.Properties48Item 3.Legal Proceedings48Item 4.Mine Safety Disclosures48PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities49Item 6.[Reserved]50Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 7A.Quantitative and Qualitative Disclosures About Market Risk60Item 8.Financial Statements and Supplementary Data60Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures60Item 9A.Controls and Procedures60Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections60PART IIIItem 10.Directors, Officers and Corporate Governance Executive61Item 11.Executive Co