Classover (KIDZ) Registration Filing summary

Company overview and business model

• Operates an online platform offering live, interactive enrichment and academic courses for K-12 students globally, with a focus on the U.S. market.

• Courses span core academics, enrichment, test prep, and competitions, delivered via proprietary technology supporting real-time engagement and data-driven personalization.

• Business model includes time-based and credit-based subscriptions, with additional revenue from consulting services to educational institutions.

• Employs a large network of independent contractor educators, primarily based in the U.S., and leverages referral and influencer marketing to drive growth.

• Strategic initiatives include expanding course offerings, investing in technology, and international growth through partnerships and localized content.

Financial performance and metrics

• 2024 revenue was $3.68 million, up 19% from $3.10 million in 2023; gross profit rose 24% to $2.06 million, with gross margin improving to 56%.

• Net loss increased to $843,048 in 2024 from $433,055 in 2023, driven by higher operating expenses related to growth and public company transition.

• As of March 31, 2025, cash was $80,416, with a working capital deficit of $3.5 million and stockholders' deficit of $4.8 million.

• Going concern risk was alleviated by proceeds from the business combination, PIPE financing, and a $400 million equity facility.

• Registered user base grew to 61,387 at year-end 2024, with 8,644 paid subscribers; U.S. students contributed 66.9% of 2024 revenue.

Use of proceeds and capital allocation

• Up to $198.4 million may be raised from warrant exercises, with proceeds for general corporate purposes, acquisitions, and debt repayment.

• Proceeds from the $400 million equity facility (EPFA) will be allocated to purchasing, holding, and staking Solana tokens, operating Solana validators, and expanding engagement in the Solana ecosystem.

• Additional funds may be used for working capital, business expansion, and strategic acquisitions.

• 80% of proceeds from up to $500 million in convertible notes are earmarked for cryptocurrency purchases.