Class Over Inc.

Overview

• Operates online, interactive live courses for K–12 students in the United States and internationally through its wholly owned subsidiary.
• Focuses on private tutoring, small-group enrichment, and competition/exam preparation delivered via a cross-platform, AI-enabled learning platform.
• Primary learners are ages 5–12, with some offerings for middle and high school students; serves students in more than 20 countries.
• Core revenue model is paid live sessions (one-on-one and small-group), with additional revenue from add-ons and premium programs.

Course offerings

• Academic tutoring aligned with U.S. school curriculum in English Language Arts, Math, and Science, across multiple levels.
• After-school enrichment including chess, coding, guitar, Lego, and foreign languages (Chinese, French, Spanish).
• Competition and examination preparation introduced in 2022 (AMC Math Competition, Debate Championships, Math Kangaroo Olympiad, and others).
• Teaching methodology: proprietary TALENT method, which integrates Bloom’s six cognitive domains across six development areas.

Technology, platform, and delivery

• Proprietary cross-platform teaching and learning technology supports real-time interactive online classes on web and mobile, scheduling, progress tracking, and personalized learning recommendations.
• AI-enabled layers:
  • AI Learning Layer: real-time tutoring, adaptive feedback, personalized learning paths.
  • Persistent Data Layer (“Learning Genome”): longitudinal data on student learning behaviors and outcomes.
  • Operational AI Layer: workflow automation for customer support, scheduling, and parent engagement.
• AI robotics integration launched December 2025 to explore robotics as interactive learning aids and to combine AI content with robotics in a hybrid environment.
• Classover Learning App ecosystem includes Classover Parent and Classover Student apps (iOS and Android).
  • Parent app: course scheduling, browsing by subject/level, one-click registration, exam/competition coaching, referrals.
  • Student app: live classes, course overview, schedule management, teacher feedback and ratings.
  • Student app features: live interactive classes with screen sharing, virtual whiteboard, and real-time interactions.

Market, customers, and reach

• Global presence in more than 20 countries; core market remains North America.
• Revenue geography (2024): U.S. students contributed about 66.9% of revenue; international students contributed about 33.1%.
• Registered users: 72,850 as of December 31, 2025; 61,387 as of December 31, 2024. Registered users include both free and paying users.
• Majority of students are aged 5–12, with program expansion for older students (12–18).

Employees and teaching staff

• U.S.-based employees: 11 full-time and 1 part-time as of December 31, 2025.
• Teachers (independent contractors): 936 as of December 31, 2024; 1,200 as of December 31, 2025.
• Teachers are paid hourly and are subject to performance evaluations and ongoing training; contracts specify independent-contractor status.

Financial snapshot

• Revenue:
  • 2024: $3,675,604.
  • 2022: $1,898,718.
• Net loss:
  • 2024: $(843,048).
  • 2025: $(7,044,865).
• The filing reports prior-period substantial doubt about the ability to continue as a going concern.

Capital structure and financing

• Outstanding notes under the Note Purchase Agreement (senior secured convertible notes): $7,775,000 as of December 31, 2025.
• PIPE financing at closing included 2,400 shares of Series B Preferred Stock and associated warrants; aggregate consideration for Series B shares totaled $4,750,000 (net of original issue discount).
• Asset Purchase Agreement: Company paid $1,250,000 in cash and issued 16,000 shares of Common Stock plus pre-funded warrants to purchase 14,786 shares.
• Equity facility (EPFA) with Solana Strategic Holdings LLC: up to $400 million available; terminated March 2026 without share sales under the facility.
• Debentures and dividends: no cash dividends contemplated; outstanding preferred stock may affect dividend rights; Notes are senior and secured with possible conversion features.
• In June 2025, initial sale of $11 million of Notes under the Note Purchase Agreement; subsequent tranches were provided for under the agreement.
• 1-for-50 reverse stock split effective March 10, 2026; retroactive adjustments were made to outstanding shares and related securities.

Solana holdings and treasury strategy

• Adopted a Solana-centric digital-asset treasury strategy in connection with the EPFA.
• As of December 31, 2025, held approximately 58,601 SOL tokens acquired for about $7.3 million total cost.
• Staking distribution: BitGo (~23,200 SOL), Figment (~28,300 SOL), Everstake (~7,100 SOL) with gross staking yields around 8% before provider commissions.
• SOL holdings are liquid and stored in segregated wallets with institutional custodians; some grant- or foundation-related holdings remain subject to vesting.
• BitGo Trust Company serves as custodian and staking/trading counterparty; SOL Collateral Management LLC acts as collateral agent; Everstake engaged for validator participation exploration. Assets are held in multi-signature custody with insurance coverage described in filings.

Intellectual property

• Trademark registered for the Class Over name and brand/logo protection in place.
• TALENT method is treated as a trade secret; potential future filings for copyright or additional protection.

Facilities

• No owned real property.
• Headquarters lease at 450 7th Avenue, New York, NY 10123, approximately 7,000 square feet.

Regulatory and governance

• Dual-class voting structure: Class A common stock (25 votes per share) and Common stock (1 vote per share). Class A shares are held by Hui Luo (CEO).
• Nevada-based forum selection clause for certain stockholder litigation.
• Ongoing public-company compliance and reporting requirements following the business combination.

Growth and strategy

• Focus on content development, pedagogy, and AI-enabled personalization.
• Plans to expand course offerings, pursue local partnerships (neighborhood learning and daycare centers), grow internationally, and consider acquisitions of traditional learning centers to modernize with technology.
• Marketing strategy includes referrals, influencer partnerships (including a “SuperMOM” program), and digital marketing, supported by a scalable, asset-light teaching model.

Competitive position

• Core assets include the cross-platform teaching technology and the TALENT pedagogy.
• Differentiators include an AI-enabled platform, an asset-light teaching model, a growing dataset for personalization, and the planned integration of AI-powered robotics.

Summary

Class Over runs online live K–12 tutoring and enrichment programs with an emphasis on technology-enabled personalization, the TALENT pedagogy, and a Solana-based digital-asset treasury strategy. Key metrics include $3.68 million in revenue for 2024, net losses of $(843,048) in 2024 and $(7,044,865) in 2025, 72,850 registered users as of December 31, 2025, 11 full-time and 1 part-time U.S. employees and 1,200 contracted teachers in 2025, and approximately $7.78 million in Notes outstanding at the end of 2025.