ADDED
As of March 31, 2026, there were 130,731 shares of Class A Common Stock outstanding, 1,174,718 shares of Class B Common Stock outstanding and 522,801 shares of Series A Preferred Stock outstanding.
Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 49 Item 6.
Management s Discussion and Analysis of Financial Condition and Results of Operations 50 Item 7A.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 60 Item 9A.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 67 Item 13.
(the Company, we, us, our or Classover ) may constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.
All statements, other than statements of present or historical fact included in this Annual Report, regarding the Company s future financial performance, as well as the Company s strategy, future operations, future operating results, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward-looking statements.
In some cases, you can identify these statements by forward-looking words such as may, expect, anticipate, contemplate, believe, estimate, intend, project, budget, forecast, anticipate, plan, may, will, could, should, predict, potential, and continue or similar words.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
You should read statements that contain these words carefully because they: discuss future expectations; contain projections of future results of operations or financial condition; or state other forward-looking information.
REMOVED
Accordingly, the Registrant was not in existence as of the last business day of the second fiscal quarter of 2023.
As of April 28, 2025, 6,535,014 shares of Class A Common Stock, par value $0.0001 per share, and 16,743,342 shares of Class B Common Stock, par value $0.0001 per share, were issued and outstanding.
contains only financial statements for the fiscal year ended December 31, 2024.
2 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders, Classover Holdings, Inc.
and its subsidiaries 450 7th Avenue, Suite 905 New York, NY 10123 Opinion on the Financial Statements We have audited the accompanying balance sheets of Classover Holdings, Inc.
and its subsidiaries as of December 31, 2024, and the related statements of operations and changes in stockholders equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements ).
In our opinion, the financial statements present fairly, in all material respects, the financial position of Classover Holdings, Inc.
and its subsidiaries as of December 31, 2024, and the results of its operations and its cash flows for the period from May 2, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern The accompanying financial statements have been prepared assuming that the entity will continue as a going concern.
As discussed in Note 1 to the financial statements, the entity does not have sufficient liquidity to meet its current obligations, that raise substantial doubt about its ability to continue as a going concern.