Classover (KIDZ) Registration Filing summary

Company overview and business model

• Operates an online enrichment platform offering over 40 live, interactive courses for K-12 students globally, with a focus on personalized learning and small group classes.

• Utilizes proprietary technology and data analytics to optimize curriculum, match students to courses, and enhance learning outcomes.

• Business model includes time-based unlimited passes, prepaid lesson credits, and premium exam prep programs, with a strong emphasis on customer retention and referral marketing.

• Revenue streams include course subscriptions and marketing consulting services for educational institutions.

• Teachers are primarily independent contractors, with rigorous recruitment, training, and performance review processes.

Financial performance and metrics

• For the year ended December 31, 2024, revenue was $3.68 million, up 19% from $3.10 million in 2023; gross profit increased to $2.06 million with a margin of 56%.

• Net loss for 2024 was $843,048, compared to $433,055 in 2023; as of June 30, 2025, cash and equivalents were $5.98 million, with a working capital of $1.4 million.

• Six months ended June 30, 2025, revenue declined 16% year-over-year to $1.54 million, with a net loss of $4.16 million due to increased operating and financing costs.

• Company has a history of operating losses and its financial statements include a going concern warning.

• Registered users grew to 68,374 as of June 30, 2025, with 1,051 educator partners.

Use of proceeds and capital allocation

• Proceeds from the sale of shares under the $400 million Equity Purchase Facility Agreement (EPFA) are allocated primarily to purchasing, holding, and staking Solana tokens, as well as for working capital and strategic acquisitions.

• 80% of net proceeds from up to $500 million in senior secured convertible notes are required to be used for digital asset purchases, mainly Solana, Bitcoin, or USDC.

• As of September 30, 2025, acquired 57,110 SOL tokens for $8.55 million, with nearly all staked to generate protocol rewards.