Note 15. Equity

As of June 4, 2026, the total number of shares which the Company shall have the authority to issue is 5,100,000 shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 510,000,000 shares on a pre-split basis), which include 100,000 shares of Class A common stock (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 50,000,000 shares on a pre-split basis, par value $0.0001 per share), 4,000,000 shares of Class B common stock (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 200,000,000 shares on a pre-split basis, par value $0.0001 per share), and 10,000,000 shares of preferred stock. The Preferred Stock authorized by this Certificate of Incorporation may be issued in series. Each Series A Preferred Shares are convertible to Class B Common Shares on a 50 to 1 basis , Each Series B and Series C Preferred Shares are convertible to Class B Common Shares. The conversion price of Series B Preferred Shares are the greater of 92% of the lowest Volume Weighted Average Price (“VMAP”) of the stock price five days before conversion, or adjusted floor price. The conversion price of Series C Preferred Shares are the lower of 95% of the lowest VMAP of the stock price six days before conversion, or initial conversion price. Holders of shares of Common Stock will exclusively possess all voting power with respect to the Company and are entitled vote on all matters submitted to the Company’s stockholders for their vote or approval. Each share of Class A Common Stock has the voting power of twenty-five votes and each share of Class B Common Stock has the voting power of one vote.

On June 10, 2026, the Company’s stockholders approved an amendment to increase the authorized number of Class B common shares to 2,500,000,000.

Reverse Recapitalization and De-SPAC Merger

On April 4, 2025, The Company consummated a business combination with Classover DE and BFAC (the SPAC), resulting in a reverse recapitalization. As part of the transaction:

These equity issuances were part of the reverse recapitalization and accounted for in accordance with ASC 805-40. No goodwill or intangible assets were recorded. The conversion of convertible notes was accounted for in accordance with ASC 470-20, with no gain or loss recognized upon conversion.

Shares issued in connection with the Company’s Merger on April, 4, 2025:

PIPE Investment

On April 4 and April 14, 2025, a PIPE investor invested $5,000,000 via a PIPE agreement with 5,000 Series B Preferred Shares to the PIPE investor. Preferred shares were classified as equity under ASC 480. $5,000,000 was delivered, less $300,000 in transaction costs, with net proceeds of $4,700,000. On May 30, 2025, the Company issued 50 Class B common shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 25,000 shares on a pre-split basis) to the investor as consideration for waving specific financing restrictions under the PIPE agreement. Shares issued as contract modifications are recorded at fair value and $66,500 expense was recorded when the waiver becomes effective, per ASC 470 and ASC 505.

2024 Incentive Plan

In connection with the Reorganization Merger, the Company adopted the Equity Incentive Plan (the “2024 Incentive Plan”). The 2024 Incentive Plan will provide for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or equity-related cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2024 Incentive Plan.

The 2024 Incentive Plan provides for the future issuance of shares of the Company’s Class B Common Shares, representing 8% of the number of shares of the Company’s Common Stock outstanding following the Business Combination (after giving effect to the Redemption). Accordingly, the 2024 Incentive Plan is eligible to issue up to 6,537 Class B Common Shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock; 3,268,668 shares on a pre-split basis).

2025 Incentive Plan

On January 9, 2026, the Company registered 10,000 shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 5,000,000 shares on a pre-split basis), issuable pursuant to the Company’s 2025 Long-Term Incentive Equity Plan (the “2025 Incentive Plan”). The purpose of the Classover Holdings, Inc. 2025 Incentive Plan (“Plan”) is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential future contributions to the Company and its Subsidiaries have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the Company and aligning their interests with those of the Company's stockholders

Shares were measured at fair value on grant date under ASC 718. Compensation cost is recognized ratably over the vesting period. For the three and six months ended June 30, 2026, stock compensation cost under 2024 and 2025 inventive plan was $178,503 and $367,464, respectively. For the three and six months ended June 30, 2025, stock compensation cost under 2024 and 2025 inventive plan was $137,278.

At-the-Market Equity Offering

In May 2026, the Company entered into an At-the-Market Equity Offering Sales Agreement (the "ATM Sales Agreement") with Chardan Capital Markets LLC, pursuant to which the Company may offer and sell shares of its Class B common stock from time to time through the sales agent in accordance with the terms of the Sales Agreement and the applicable registration statement. Under the ATM Sales Agreement, the Company pays the sales agent a commission based on the gross sales price of shares sold, together with reimbursement of certain offering expenses.

During the three months ended June 30, 2026, the Company sold an aggregate of 778,910 shares (reflecting the June 2026 reverse stock split; 7,789,100 shares on a pre-split basis) of its Class B common stock under the ATM Sales Agreement for aggregate gross proceeds of $3,126,813. The Company incurred total offering costs of $93,987, consisting primarily of sales commissions and other offering expenses, and received aggregate net proceeds of 3,032,905.

Other equity transactions

On April 17, 2025, 380 shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 190,000 shares on a pre-split basis) were issued to a professional service provider as part of an outstanding bill payment amount to $430,000.

On June 30, 2025, 41,513 Series A Preferred Shares were converted into 832 Class B common shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock ; 415,131 shares on a pre-split basis on a 1:1 basis). The conversion was accounted for as an equity-for-equity exchange under ASC 505. No gain or loss recognized.

On June 30, 2025, the Company acquired intellectual property using $1,250,000 cash, 1,600 Class B common shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock; 800,000 shares on a pre-split basis) and 1,479 warrants (reflecting the March 2026 reverse stock split and the June 2026 10-for-1 reverse stock; 739,278 warrants on a pre-split basis). The transaction was accounted for under ASC 805-50 as an asset acquisition. Shares and warrants were valued at fair value on grant date. (See Note 5)

On October 9, 2025, 62,068 series A preferred shares were canceled, in exchange, the company issued 1,194 class B common shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock; 596,808 shares on a pre-split basis) to the investors

On December 22, 2025, the company's shareholders approved a few proposals through a special meeting: a). redomestiacate the company from Delaware Corporation to Nevada Corporation, b) adopt the new incentive plan - 2025 Long-Term Incentive Equity Plan, a total of 10,000 shares of Class B stock (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock; 5,000,000 shares on a pre-split basis) is reserved for employee, the size of pool is subject to increase at the time the market cap of the company hits certain milestones. c) approve to execute a reverse stock split of all outstanding shares, including Class A and Class B, at a ratio from 1-for-2, to 1-for-50, to be determined by board of directors.

During the fourth quarter ended December 31, 2025, the Company converted an aggregate principal amount of $3,225,000 of convertible notes into equity securities in accordance with the terms of the note agreements. Upon conversion, $2,000,000 of the notes were converted into 2,000 shares of Series C Preferred Stock, and $1,225,000 of the notes were converted into 5,355 shares of Class B Common Stock (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 2,675,975 shares on a pre-split basis). The Company had elected the fair value option for the convertible notes in accordance with ASC 825-10, Financial Instruments. Accordingly, the convertible notes were measured at fair value at each reporting date, with changes in fair value recognized in earnings. At the conversion date, the equity instruments issued were measured based on the quoted market price of the Company’s common stock on the conversion date. The fair value of the Series C Preferred Stock and Class B Common Stock issued upon conversion was $2,109,774 and $1,496,183, respectively. Immediately prior to conversion, the carrying value of the convertible notes approximated their fair value. As a result, the derecognition of the convertible notes and issuance of equity securities did not result in a material gain or loss upon conversion. The carrying value of the notes was reclassified to equity upon issuance of the shares. ranking senior to common but subordinate to Series B Preferred, Each Series C convertible preferred share entitled to 7% annual dividends payable every quarter in Class B common shares, and can be converted to class B common at $0.2029.

During the fourth quarter ended December 31, 2025, the Company received several conversion notices from a holder of its Series B Convertible Preferred Stock to convert 2,225 shares of Series B Convertible Preferred Stock into 6,897 shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 3,446,349 shares on a pre-split basis) of the Company’s Class B common stock in accordance with the terms of the Certificate of Designations governing the Series B Convertible Preferred Stock. Upon conversion, the Company recorded the par value of the Class B common stock issued as common stock, with the remaining amount recorded as additional paid-in capital.

During the three months ended March 31, 2026, the Company converted an aggregate principal amount of $2,742,500 of convertible notes into equity securities in accordance with the terms of the note agreements. Upon conversion, $2,742,500 of the notes were converted into 52,995 shares of Class B Common Stock (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 26,487,424 shares on a pre-split basis). The Company had elected the fair value option for the convertible notes in accordance with ASC 825-10, Financial Instruments. Accordingly, the convertible notes were measured at fair value at each reporting date, with changes in fair value recognized in earnings. At the conversion date, the equity instruments issued were measured based on the quoted market price of the Company’s common stock on the conversion date. The fair value of the Class B Common Stock issued upon conversion was $3,899,857.

During the three months ended March 31, 2026, the Company received several conversion notices from a holder of its Series B Convertible Preferred Stock to convert 900 shares of Series B Convertible Preferred Stock into 9,315 shares (reflecting the March 2026 50-for-1 reverse stock split and the June 2026 10-for-1 reverse stock spilt; 4,655,200 shares on a pre-split basis) of the Company’s Class B common stock in accordance with the terms of the Certificate of Designations governing the Series B Convertible Preferred Stock. Upon conversion, the Company recorded the par value of the Class B common stock issued as common stock, with the remaining amount recorded as additional paid-in capital.

On March 6, 2026, the Company terminated an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”) pursuant to which, subject to certain conditions precedent contained therein, the Company had the right to issue and sell to the Investor up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.0001 per share.

In April and May 2026, the Company converted an aggregate principal amount of $5,032,500 of convertible notes into equity securities in accordance with the terms of the note agreements. Upon conversion, $5,032,500 of the notes were converted into 534,688 shares of Class B Common Stock (reflecting the June 2026 reverse stock split; 5,346,878 shares on a pre-split basis). The Company had elected the fair value option for the convertible notes in accordance with ASC 825-10, Financial Instruments. Accordingly, the convertible notes were measured at fair value at each reporting date, with changes in fair value recognized in earnings. At the conversion date, the equity instruments issued were measured based on the quoted market price of the Company’s common stock on the conversion date. The fair value of the Class B Common Stock issued upon conversion was $5,559,579.

In April 2026, the Company received several conversion notices from a holder of its Series B Convertible Preferred Stock to convert 1,875 shares of Series B Convertible Preferred Stock into 129,177 shares (reflecting the June 2026 reverse stock split; 1,291,763 shares on a pre-split basis) of the Company’s Class B common stock in accordance with the terms of the Certificate of Designations governing the Series B Convertible Preferred Stock. Upon conversion, the Company recorded the par value of the Class B common stock issued as common stock, with the remaining amount recorded as additional paid-in capital.

In June 2026, the Company received several conversion notices from a holder of its Series C Convertible Preferred Stock to convert 825 shares of Series C Convertible Preferred Stock into 856,564 shares of the Company’s Class B common stock in accordance with the terms of the Certificate of Designations governing the Series C Convertible Preferred Stock. Upon conversion, the Company recorded the par value of the Class B common stock issued as common stock, with the remaining amount recorded as additional paid-in capital.

Treasury Stock

On February 10, 2026, the Company's board authorized to repurchase up to $2,000,000 Class B common shares. The repurchase program does not obligate the Company to acquire any particular amount of shares of Class B common stock.

The Company accounts for treasury stock using the cost method. Under the cost method, shares repurchased are recorded as treasury stock at the cost of acquisition and presented as a reduction of stockholders' equity in the accompanying consolidated balance sheets.

In June 2026, the Company repurchased 2,000 shares of its Class B common stock for an aggregate purchase price of $3,518, including commissions and other directly attributable transaction costs. Treasury shares are not considered outstanding for purposes of earnings per share and do not have voting or dividend rights while held by the Company. No treasury shares were reissued or retired during the three months ended June 30, 2026.