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.

• Employs a network of over 1,000 independent educator contractors, primarily in the U.S., and emphasizes rigorous teacher recruitment and training.

• Offers a dual revenue model: time-based unlimited passes and prepaid lesson credits, with additional premium and consulting services.

• Expanding into hybrid models and international markets, with a strong focus on accessibility, affordability, and social responsibility.

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 higher operating and financing costs.

• Substantial doubt about ability to continue as a going concern was noted, but management expects new capital sources to support operations.

Use of proceeds and capital allocation

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

• Proceeds from the $400 million EPFA facility will be allocated up to 80% to purchasing, holding, and staking Solana tokens, with the remainder for working capital and strategic acquisitions.

• $500 million in senior secured convertible notes may be issued, with 80% of net proceeds required to be invested in digital assets, including Solana.