Company Summary: Classover Holdings, Inc.

Overview

• Type of Company: Special Purpose Acquisition Company (SPAC) focusing on a business combination in the education technology sector.
• Incorporation Date: May 2, 2024
• Headquarters: New York City, NY (450 7th Avenue, Suite 905)
• Fiscal Year End: December 31
• Status: Emerging growth company, publicly listed on Nasdaq (KIDZ for Class B Common Stock, KIDZW for Redeemable Warrants).

Business Operations

• Primary Purpose: The Company was formed to effectuate a merger with Class Over Inc., an education technology company.
• Status as of December 31, 2024: No operations or revenues had been conducted or generated. The company was in the process of completing the business combination with Class Over Inc., which was finalized on April 4, 2025.
• Post-Merger Activities: The company expects to own 100% of both the target (Class Over Inc.) and the SPAC (BFAC), following the mergers.

Financials (as of December 31, 2024)

• Assets: Total assets of $2, consisting solely of cash.
• Liabilities: Current liabilities of $238, primarily accrued expenses.
• Shareholders’ Equity:
  • Class B Common Stock: 16,743,342 shares issued and outstanding (noted in the latest update).
  • Total equity: -$236 (deficit), reflecting no operational income.
• Revenue: $0 (no operating revenue as of December 31, 2024).
• Net Income (Loss): -$238 for the period from May 2, 2024, (inception) to December 31, 2024.
• Cash Flows: Net cash increase of $2 during the reporting period, primarily from capital contributions and stock issuance.

Share Structure

• Class B Common Stock:
  • 100 shares authorized; 16,743,342 issued and outstanding as of April 28, 2025.
  • Rights: 5 votes per share.
• Class A Common Stock:
  • 1,000 shares authorized; none issued or outstanding as of December 31, 2024.
• Preferred Stock:
  • Authorized but not issued as of December 31, 2024.

Key Activities and Milestones

• The company was in the formation and merger planning stage throughout 2024.
• Completed the mergers and related transactions on April 4, 2025.
• No operational or revenue-generating activities occurred during 2024; the focus was on corporate restructuring and preparing for the business combination in early 2025.

Employees and Customers

• No information provided regarding the number of employees or customers.
• The company had no operational or revenue-generating activities as of December 31, 2024.

Note: All financial and operational data reflects the company's status as of December 31, 2024, prior to completing its business combination with Class Over Inc. in April 2025.