- Classover plans to raise funds via 17M shares to acquire, stake, and hold Solana (SOL) as part of its new blockchain treasury shift.
- The firm has partnered with Chaince Securities and aims to run validators, earning staking rewards to grow its Solana reserves.
- With $201.3M in potential warrant proceeds and early share redemptions, dilution risks may affect KIDZ stock pricing and liquidity.
Classover Holdings, Inc., a Nasdaq listed educational firm, has filed a new registration statement. According to analyst Marty Party, the company plans to raise funds by issuing 17 million shares to support a transition into a Solana centric digital asset treasury strategy.
The firm, which originally offered K-12 online education services, now intends to allocate a substantial portion of proceeds toward acquiring, staking, and holding Solana (SOL). Its securities trade under the tickers “KIDZ” and “KIDZW” on Nasdaq.
This shift shows a growing trend among public firms redirecting their capital into blockchain focused treasury models. Classover aims to operate Solana validators, earning staking rewards while also supporting the blockchain’s decentralization and security. The firm’s filing, submitted under its Equity Purchase Financing Agreement (EPFA), indicates its plan to reinvest staking yields to strengthen its Solana holdings.
Chaince Securities as Strategic Advisor
To execute this strategy, Classover has engaged Chaince Securities LLC as an advisor. This move forms part of a broader financial roadmap outlined in the EPFA filing. While the company plans to use raised funds primarily for SOL acquisition and validator operations, additional proceeds will support working capital needs and possible strategic acquisitions.
The registration also includes a resale offer of common stock held by early investors, as required under a prior agreement. These shares, originally issued before Classover’s business combination with BFAC, were converted into common stock during that merger.
Meanwhile, each KIDZW public warrant allows its holder to purchase one share of KIDZ stock for $11.50. The company stated it would only receive proceeds if these warrants are exercised for cash. Total potential proceeds from warrant exercises could reach around $201.3 million, but only if the stock trades above the strike price.
Public Shares Redeemed Before Business Shift
Ahead of this transformation, 3,514,769 public shares of BFAC were redeemed for cash. This redemption, completed at $11.53 per share, totaled approximately $40.5 million. This represented 95.4% of BFAC’s then-outstanding public shares.
The current filing notes that the resale of a large volume of shares could drive down the trading price of KIDZ stock. The prospectus emphasizes that registered securities may or may not be sold. Transfer restrictions may also limit when certain shareholders can sell their holdings.
DeFi Development Corp. Also Adopts Solana Focused Treasury
Just days earlier, DeFi Development Corp. (Nasdaq: DFDV) announced its own Solana-based treasury strategy. The firm disclosed plans to acquire a validator business averaging 500,000 SOL in delegated stake.
This $3.5 million deal involves both cash and restricted stock, and all SOL holdings will be self staked. According to the company, staking rewards from the validator will become part of its revenue streams moving forward.
