Amendment: Classover Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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.
Explanatory Note
Classover Holdings, Inc. (“Pubco”) is filing this Amendment No. 1 on Form 8-K/A to Pubco’s Current Report on Form 8-K, dated April 4, 2025, which was originally filed on April 10, 2025 (the “Original 8-K”), to provide exhibits under Item 9.01(d) that were omitted from the Original 8-K.
As previously disclosed in the Original 8-K, on April 4, 2025 (the “Closing Date”), Pubco, Battery Future Acquisition Corp, a Cayman Islands exempted company (“BFAC”), Class Over Inc., a Delaware corporation (“Class Over”), BFAC Merger Sub 1 Corp., a Delaware corporation (“Merger Sub 1”), and BFAC Merger Sub 2 Corp., a Delaware corporation (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”), consummated the transactions contemplated by that certain Agreement and Plan of Merger (the “Business Combination Agreement”).
This Amendment No. 1 is being filed to include the following exhibits discussed in the Original 8-K:
--audited financial statements of Class Over Inc. and the related notes as of and for the years ended December 31, 2024 and 2023, which financial statements are being filed hereby as Exhibit 99.1.
-- Class Over’s Management’s Discussion of Financial Condition and Results of Operations for the years ended December 31, 2024 and 2023, which discussion is being filed hereby as Exhibit 99.2.
--unaudited pro forma condensed combined balance sheet as of December 31, 2024 and the unaudited pro forma condensed combined statement of profit or loss for the years ended December 31, 2024 and 2023, which pro forma information is being filed hereby as Exhibit 99.3.
Except for the foregoing, this Amendment No. 1 does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment No. 1 supplements and does not supersede the Original 8-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
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| Class Over Inc. audited financial statements for the years ended December 31, 2024 and 2023. | |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
+ | Schedule and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). Pubco agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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* | Previously filed. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 16, 2025 | CLASSOVER HOLDINGS, INC. |
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| By: | /s/ Hui Luo |
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Name: Hui Luo |
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Title: Chief Executive Officer |
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