Classover Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period endedMarch 31, 2026
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ___________ to __________
Commission File Number:001-42588
Classover Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 99-2827182 |
|---|---|
| (State or other jurisdiction | (IRS Employer |
| of incorporation or organization) | Identification Number) |
| 450 7th Avenue, Suite 905, New York, NY | 10123 |
|---|---|
| (Address of principal executive offices) | (Zip code) |
(800)345-9588
(Issuer’s telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Tradingsymbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Class B Common Stock, par value $0.0001 per share | KIDZ | The Nasdaq Stock Market LLC |
| Redeemable warrants, each exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share | KIDZW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting 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 for complying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒
As of May 14, 2026, the registrant had 130,701 shares of Class A Common Stock, par value $0.0001 per share, and 7,813,359 shares of Class B Common Stock, par value $0.0001 per share, outstanding.
| INDEX | |
|---|---|
| Part I - Financial Information | |
| Item 1 – Financial Statements | 3 |
| Balance Sheets (Unaudited) | 3 |
| Statement of Operations (Unaudited) | 4 |
| Statement of Changes in Shareholders’ Deficit (Unaudited) | 5 |
| Statement of Cash Flows (Unaudited) | 6 |
| Notes to Unaudited Financial Statements | 7 |
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 36 |
| Item 4 – Controls and Procedures | 36 |
| Part II - Other Information | |
| Item 5 – Other Information | 37 |
| Item 6 – Exhibits | 37 |
| Signatures | 38 |
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