Classover Holdings, Inc.

Previous wording

We are an online enrichment class platform that offers over 40 courses taught by experienced, independent educators. Our program caters to children aged 4 to 17, providing personalized attention and a supportive learning environment. Unlike traditional classes, we give students the unique opportunity to explore their interest in-depth via interactive, live streaming courses with flexible time slots. Although we have incurred continuing losses from operations and net losses in the past few years, our business has experienced continuous growth in sales. Our total revenue increased by $308,704, or 32% from $978,934 for the three months ended September 30, 2024, to $1,287,638 for the three months ended September 30, 2025. Our gross profit increased by $355,971, from $543,053 for the three months ended September 30, 2024, to $899,024 for the three months ended September 30, 2025. Gross profit margin increased from 55% for the three months ended September 30, 2024 to 70% for the three months ended September 30, 2025. Our total revenue increased by $24,472, or 1% from $ 2,804,830 for the nine months ended September 30, 2024, to $2,829,302 for the nine months ended September 30, 2025. Our gross profit increased by $79,447, from $1,547,661 for the nine months ended September 30, 2024, to $1,627,108 for the nine months ended September 30, 2025. Gross profit margin increased from 55% for the nine months ended September 30, 2024 to 58% for the nice months ended September 30, 2025, as a result of increased revenue during 2025. We completed a merger with Battery Future Acquisition Corp. on April 4, 2025 and became a Nasdaq listed public company.

Current wording

We are an online enrichment class platform that offers over 40 courses taught by experienced, independent educators. Our program caters to children aged 4 to 17, providing personalized attention and a supportive learning environment. Unlike traditional classes, we give students the unique opportunity to explore their interest in-depth via interactive, live streaming courses with flexible time slots. Our total revenue decreased by $296,818, or 36%, from $816,016 for the three months ended March 31, 2025, to $519,198 for the three months ended March 31, 2026. Our gross profit decreased by $144,468, from $405,366 for the three months ended March 31, 2025, to $260,898 for the three months ended March 31, 2026. Our gross profit margin remained unchanged at 50% for the three months ended March 31, 2026 as compared to same period in 2025.

Previous wording

We understand that it is easier to learn when students are interested, so we highlight variety in our business model. Our platform offers a wide breadth of affordable enrichment programs including language, science, technology, engineering, arts, mathematics, music, and many more. Since our platform handles enrollments, record keeping, and many other tasks that usually take up educators’ time, our educator can focus on sharing knowledge about topics they love with our students.

Current wording

We understand that it is easier to learn when students are interested, so we highlight variety in our business model. Our platform offers a wide breadth of affordable enrichment programs including language, science, technology, engineering, arts, mathematics, music, and many more. Since our platform handles enrollments, record keeping, and many other administrative tasks that usually take up educators’ time, our educator can focus on sharing knowledge about topics they love with our students.

Previous wording

We analyze data gathered on our platform to better determine our students’ most relevant needs, helping us match them with relevant courses and learning paths, thereby driving higher satisfaction. Once a learner enrolls in a course, we strive to provide an effective learning experience through tutoring, assessments, Q&As, and interactive exercises.

Current wording

We analyze data gathered on our platform to better determine our students’ most relevant education needs, helping us match them with relevant courses and learning paths, thereby driving higher customer satisfaction. Once a learner enrolls in a course, we strive to provide an effective learning experience through tutoring, assessments, Q&As, and interactive sessions.

Previous wording

Our business model is dependent upon our ability to grow and maintain a large user base, and it also requires that we grow and keep registered users and paid subscribers. As of September 30, 2025 and December 31, 2024, we have 71,556 and 61,387 registered users, respectively.

Current wording

Our business model is dependent upon our ability to grow and maintain a large user base, and it also requires that we grow and keep registered users and paid subscribers. As of March 31, 2026 and 2025, we have 73,881 and 65,614 registered users, respectively.

Previous wording

We believe that students are attracted to us largely because of the high quality and wide selection of enrichment and academic lessons offered by our high quality independent teacher contractors, and that continuing to attract and retain many high quality educator partners will be an important factor in attracting registered users and paid subscribers and increasing our revenue over time. We believe that our reach, reputation, and compensation packages provide an attractive value proposition for educators to partner with us to develop and distribute enrichment content. To be the platform of choice for educator partners, we continue to invest in increasing the size and engagement of our user base, improving recommendation and personalization features, and developing marketing capabilities that drive higher conversions. As of September 30, 2025 and December 31, 2024, we have 1,144 and 936 educator partners working with us, respectively.

Current wording

We believe that students are attracted to us largely because of the high quality and wide selection of enrichment and academic lessons offered by our high quality independent teacher contractors, and that continuing to attract and retain many high quality educator partners will be an important factor in attracting registered users and paid subscribers and increasing our revenue over time. We believe that our reach, reputation, and compensation packages provide an attractive value proposition for educators to partner with us to develop and distribute enrichment content. To be the platform of choice for educator partners, we continue to invest in increasing the size and engagement of our user base, improving recommendation and personalization features, and developing marketing capabilities that drive higher conversions. As of March 31, 2026 and 2025, we have 1,229 and 977 educator partners working with us, respectively.

Previous wording

We have two predominant sources of revenue: (i) time-based subscriptions and (ii) credit-based subscriptions to our online courses. Customers are required to pay in advance to enroll for courses. In 2023, we started generating consulting revenue by providing marketing consulting services to a related party.

Current wording

We have three predominant sources of revenue: (i) time-based subscriptions, (ii) credit-based subscriptions to our online courses, and (iii) marketing consulting services. Customers are required to pay in advance to enroll for courses.

Previous wording

Cost of revenues decreased by $47,266, or 11%, from $435,881 for the three months ended September 30, 2024, to $388,615 for the three months ended September 30, 2025.

Current wording

Cost of revenues decreased by $152,350, or 37%, from $410,650 for the three months ended March 31, 2025, to $258,300 for the three months ended March 31, 2026.

Previous wording

During the three months ended September 30, 2025, we incurred total operating expenses of $1,503,917, an increase of $787,160, or 110%, as compared to a total of $716,757 during the three months ended September 30, 2024.

Current wording

During the three months ended March 31, 2026, we incurred total operating expenses of $1,155,713, an increase of $454,440, or 65%, as compared to total operating expenses of $701,273 during the three months ended March 31, 2025.

Previous wording

General and administrative expenses increased by $802,308, or 147% from $546,389 for the three months ended September 30, 2024, to $1,348,697 for the three months ended September 30, 2025. Our general and administrative expenses include compensation related to the administrative personnel, amortization and depreciation expenses, rent, and other general expenses.

Current wording

General and administrative expenses increased significantly by $522,617, or 91%, from $573,539 for the three months ended March 31, 2025, to $1,096,156 for the three months ended March 31, 2026. Our general and administrative expenses include compensation related to the administrative personnel, amortization and depreciation expenses, rent, and other general expenses. The increase in general and administrative expenses in the three months ended March 31, 2026 as compared to same period last year was primarily attributable to an increase of $188,960 stock compensation to management, an increase of $146,441 on employee compensation, an increase of $103,510 on amortization expenses in relation to our IP assets, and an increase of $81,976 professional expenses in relation to our merger. Specifically,

Previous wording

Other general expenses increased by $140,068 from $64,597 for the three months ended September 30, 2024, to $204,665 for the three months ended September 30, 2025. The increase was primarily attributable to higher consulting fees, regulatory registration expenses, and insurance as we completed a merger with Battery Future Acquisition Corp. (“BFAC”) in this quarter.

Current wording

Our other general expenses increased by $81,976 from $171,328 for the three months ended March 31, 2025, to $253,305 for the three months ended March 31, 2026. The increase was primarily attributable to higher regulatory registration expenses and professional accounting fees as we completed a merger with Battery Future Acquisition Corp. (“BFAC”) and became a public listed company.

Previous wording

Employee compensation expenses increased by $336,278 from $371,246 for the three months ended September 30, 2024, to $707,524 for the three months ended September 30, 2025. The increase is primarily driven by additional hiring during the second quarter of 2025 to support our growth. In addition, there was an upward adjustment to executive compensation, further contributing to the overall compensation growth.

Current wording

Employee compensation expenses increased by $146,441 from $294,900 for the three months ended March 31, 2025, to $441,341 for the three months ended March 31, 2026. The increase is primarily driven by additional hiring during 2026 to support our growth. In addition, there was an upward adjustment to executive compensation, further contributing to the overall compensation growth.

Previous wording

Employee stock compensation was $174,343 for the three months ended September 30, 2025. There was no employee stock compensation in 2024.

Current wording

In addition, employee stock compensation was $188,960 for the three months ended March 31, 2026. There was no employee stock compensation for the three months ended March 31, 2025.

Previous wording

Provision for income taxes for the three months ended September 30, 2025 was $663,597. We had no income tax provision for the three months ended September 30, 2024 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

Current wording

We had no income tax provision for the three months ended March 31, 2026 and 2025 as we made fully allowance on the deferred tax assets as we have determined that it is not more likely than not that the assets will be realized.

Previous wording

As a result of the combination of factors discussed above, our net income (loss) increased from $176,620 for the three months ended September 30, 2024 to $2,520,989 for the three months ended September 30, 2025.

Current wording

As a result of the combination of factors discussed above, our net loss increased to$4,187,534 for the three months ended March 31, 2026 from net loss of $297,207 for the three months ended March 31, 2025.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $5,978,572. Cash consists primarily of cash on hand and bank deposits. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times. The following table shows the breakout between cash on hand and bank deposits:

Current wording

As of March 31, 2026, we had cash and cash equivalents of $2,116,631. Cash consists primarily of cash on hand and bank deposits. The Company maintains cash deposits with financial institutions that may exceed federally insured limits at times. The following table shows the breakout between cash on hand and bank deposits:

Previous wording

The accompanying consolidated financial statements have been prepared applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of September 30, 2025, the Company had cash of $3,428,824, current liabilities of $2,520,276, a working capital of $935,642 and a stockholders’ equity of $5,400,035. For the three months ended September 30, 2025 and 2024, the Company had income (losses) of $2,520,989 and $176,620, respectively, and for the nine months ended September 30, 2025 and 2024, the Company had losses of $1,642,387 and $516,528, respectively. The continuing losses raise substantial doubt about the ability of the Company to continue as a going concern.

Current wording

The accompanying consolidated financial statements have been prepared applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of March 31, 2026, the Company had cash of $2,116,631, a working capital deficit of $125,316 and a stockholders’ equity of $3,678,295. In addition, for the three months ended March 31, 2026, the Company had net loss of $4,187,534, and net cash used in operating activities of $602,380. These factors among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.

Previous wording

The Company completed business combination with Battery Future Acquisition Corp (the “BFAC”) on April 3, 2025 and received $1,075,936 from BFAC’s trust account. Additionally, the Company received an aggregate of $4,700,000 from PIPE investors following the business combination, and entered into an equity purchase facility agreement (the “FPFA”) with Solana Strategic Holdings LLC (the “Solana”) for up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock. Moreover, on May 30, 2025, the “Company entered into a Securities Purchase Agreement with an investor and the Company may sell to the investor up to an aggregate of $500 million in newly issued senior secured convertible notes (the “Notes”). On September 6, 2025, the Company consummated the initial closing of $11 million of Notes. Management of the Company has evaluated the mitigation plans and determined that the current working capital, cash position, FPFA, and Notes available for future issuance are sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these combined and consolidated financial statements. Accordingly, the Company’s combined and consolidated financial statements are prepared on going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Current wording

The Company completed business combination with Battery Future Acquisition Corp (the “BFAC”) on April 3, 2025 and received $1,075,936 from BFAC’s trust account. Additionally, on May 30, 2025, the Company entered into a Securities Purchase Agreement with an investor and the Company may sell to the investor up to an aggregate of $500 million in newly issued senior secured convertible notes (the “Notes”), of which 80% could be used for treasury purposes and 20% could be general working capital purposes . On June 6, 2025, the Company consummated the initial closing of $11 million of Notes. As of the date of this financial statement, the Company has up to $489 million in convertible notes available to issue. Management of the Company has evaluated the mitigation plans and determined that the current working capital, cash position, and Notes available for future issuance are sufficient to support its continuous operations and to meet its payment obligations when liabilities fall due within the next twelve months from the date of issuance of these combined and consolidated financial statements. Accordingly, the Company’s combined and consolidated financial statements are prepared on going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2025, was primarily attributable to net loss of $1,642,387, decrease in operating lease liabilities of $233,474 as we made payment under the lease contract, decrease in deferred revenues of $766,575, and change in fair value of crypto assets of $3,342,651. Cash outflow was partially offset by the change in fair value of warrants of $629,625, change in fair value of convertible debt of $510,138, non-cash amortization of operating lease right-of-use assets $227,948, employee stock compensation of $260,577, increase in deferred tax liabilities of $701,957, and increase in accrued liabilities and other payables of $363,041.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026, was primarily attributable to net loss of $4,187,534, decrease in deferred revenues of $115,361, and change in crypto staking rewards of $84,680. Cash outflow was partially offset by and change in fair value of warrants of $77,625, change in fair value of convertible debt of $860,631, change in fair value of crypto assets of $2,444,670, non-cash amortization of operating lease right-of-use assets $ 78,061, employee stock compensation of $188,960, and depreciation and amortization of $120,695.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2024, was primarily attributable to net loss of $516,528, decrease in due to related party $252,519 as we repaid our related party for the amount due, and decrease in operating lease liabilities of $219,164 as we made payments under the lease contract. Cash outflow was partially offset by the non-cash amortization of operating lease right-of-use assets $219,057, stock compensation issued for consulting services $25,120 and increase in deferred revenues of $73,538 as we collected in advance from online class subscription.

Current wording

Net cash used in operating activities for the three months ended March 31, 2025, was primarily attributable to net loss of $297,207 and decrease in operating lease liabilities of $77,063 as we made payment under the lease contract and decrease in deferred revenues of $104,044. Cash outflow was partially offset by the non-cash amortization of operating lease right-of-use assets $75,221, depreciation and amortization expenses of $16,221, increase in due to related parties of $48,365, and increase in accrued liabilities and other payables of $37,171.

Previous wording

Net cash used in investing activities was $2,300,000 for the nine months ended September 30, 2025. The decrease was primarily due to our purchases of crypto assets and intangible assets.

Current wording

Net cash used in investing activities was $32,583 for the three months ended March 31, 2026. The increase was primarily due to our purchases of property and equipment.

Previous wording

Net cash provided by financing activities was $8,852,667 for the Nine months ended September 30, 2025. The increase was mainly due to the issuance of promissory notes of $3,089,400, capital contribution from private placement of $4,700,000, and proceeds from the reverse recapitalization of $1,077,752.

Current wording

Net cash provided by financing activities was $0 for the three months ended March 31, 2026.

Previous wording

For a detailed discussion on recent accounting pronouncements, see Note 2 to the consolidated financial statements included elsewhere in the Form 8-K.

Current wording

For a detailed discussion on recent accounting pronouncements, see Note 2 to the consolidated financial statements included elsewhere in the Form 10-K.