Classover Holdings Enters Into Securities Purchase Agreement With Solana Growth Ventures For Issuance Of Up To $500M In Senior Secured Convertible Notes, Advancing Strategic Initiative To Build Solana-Based Treasury Reserve

Classover Holdings, Inc. (NASDAQ:KIDZ, KIDZW)) ("Classover" or the "Company"), a leading provider of live, interactive online learning, today announced it has entered into a securities purchase agreement with Solana Growth Ventures LLC for the issuance of up to $500 million in senior secured convertible notes, advancing its strategic initiative to build a Solana (SOL)-based treasury reserve

Key Highlights:

- The securities purchase agreement provides for the issuance of up to $500 million in senior secured convertible notes. An initial closing and funding of $11 million is expected to occur promptly after customary closing conditions have been satisfied.

- The notes may be converted by the holder into the Company's Class B common stock at an initial conversion price equal to 200% of the closing price of the Company's Class B common stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the notes.

- Under the agreement, Classover is required to allocate up to 80% of the net proceeds toward purchases of SOL (Solana), subject to certain terms and limitations.

- This new agreement complements Classover's previously announced $400 million equity purchase agreement, increasing the Company's total potential financing capacity to $900 million, dedicated to supporting its SOL acquisition strategy.

- Prior to this agreement, Classover had already initiated its SOL reserve strategy, having purchased 6,472 SOL for approximately $1.05 million - marking the first step in its long-term strategy to acquire, hold, and stake Solana ("SOL") tokens.

The Company is also exploring opportunities for acquiring discounted blocks of locked tokens, as part of its broader accumulation and treasury strategy.