Classover Holdings Inc., a New York-based edtech firm, has entered into a securities purchase agreement with Solana Growth Ventures LLC to raise $500 million through senior secured convertible notes, the company announced Monday. The funding will support its ongoing strategy to build a treasury reserve based on the Solana (SOL) blockchain.
An initial tranche of $11 million is expected to close upon satisfaction of standard conditions. Under the agreement, Classover may allocate up to 80% of the net proceeds toward acquiring SOL tokens, aligning with its earlier move to integrate crypto assets into its balance sheet.
Funding Terms and Financial Pressures
The notes may be converted into Classover’s Class B common stock at a price set at 200% of the closing price prior to the funding date. The agreement also includes adjustment provisions based on future valuations. According to public filings and data from InvestingPro, the company currently operates with moderate debt but is constrained by a short-term liquidity ratio of just 0.02.
In April, Classover began its SOL accumulation by purchasing 6,472 tokens for roughly $1.05 million. The firm is also considering acquiring locked token blocks at discounted rates as part of its strategy.
The convertible note financing adds to a previously announced $400 million equity purchase agreement, potentially giving the company access to $900 million in total funding for its digital asset reserve plan.
Challenges Facing Edtech Firm
Founded in 2020, Classover offers live online educational content for K-12 students and is positioning AI-driven tools at the core of its offerings. However, the company faces operational and financial headwinds. InvestingPro data shows a 102% year-over-year revenue decline and a Financial Health Score categorized as “weak.”
Classover CEO Ms. Luo said in a statement that the financing marks a significant step toward its digital asset-focused treasury initiative. The company has retained Chardan as its financial advisor and sole placement agent for the offering.
Further information on the agreement and convertible note terms will be detailed in a Form 8-K filing with the U.S. Securities and Exchange Commission.
Outlook and Risk Disclosure
The company cautioned that the agreement contains forward-looking statements subject to risk and uncertainty. Actual results may differ due to a variety of factors, including regulatory shifts, market volatility, and the acceptance of SOL as a treasury asset.
