Nasdaq-listed Classover Holdings Inc. entered into a securities purchase agreement with Solana Growth Venture to issue up to $500 million in senior secured convertible notes. The company plans to use the funding to advance its initiative to build a Solana (SOL)-based treasury reserve.
The New York-headquartered company said on Monday it expects an initial closing and funding of $11M shortly after customary closing conditions are satisfied. Classover must dedicate up to 80% of the net proceeds to purchasing SOL under the terms of the deal.
Chardan Capital Markets LLC will act as the financial advisor and sole placement agent for the offering. Chardan will be paid a cash fee equal to 1% of the net proceeds received by the Company from the sale of the notes in the offering.
The latest funding round complemented Classover’s previously announced $400M equity purchase agreement, increasing the company’s total potential financing to $900M. The company initiated its Solana reserve strategy by purchasing 6,472 SOL for approximately $1.05M and is exploring the acquisition of discounted sets of locked tokens to further its accumulation and treasury objectives.
Company CEO Ms. Luo hails the agreement as a pivotal milestone
Classover CEO Stephanie Luo emphasized the significance of the deal, stating that it marked an important milestone in Classover’s long-term vision to align its treasury strategy with the global digital economy.
The company faced significant operational challenges, with InvestingPro data showing a 102% year-over-year revenue decline and an overall Financial Health Score rated as “WEAK.” The financing came as InvestingPro analysis showed the company’s current ratio was just 0.02, indicating significant pressure on working capital.
The data also revealed that the company operated with moderate debt levels but faced challenges with short-term liquidity, making the fresh funding round critical for its operations. The convertible notes will allow holders to convert them into Classover’s Class B common stock at an initial conversion price of 200% of the stock’s closing price on the day before the closing date, with potential adjustments as specified in the notes.
“By entering into this agreement, Classover reaffirms its strong commitment to becoming a leader in blockchain-aligned financial strategy and positioning itself among the first publicly traded companies to directly integrate SOL into its treasury operations.”
–Stephanie Luo, CEO at Classover Holdings Inc.
More details on the purchase agreement and the terms of the notes are in Classover’s Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (SEC).
Classover shares jump 40% after Solana treasury announcement
Classover Holdings shares surged nearly 40% on Monday after unveiling plans to raise up to $500 million for a Solana-based corporate treasury. However, Yahoo Finance data shows that the share price dipped 1.88% in after-hours trading. The stock remained down 48.19% over the past month and 7.23% year-to-date.
In May, Classover shares surged 510% to $6.78 after the company entered into an equity purchase facility agreement with Solana Strategies Holdings to support working capital and pursue acquisitions. However, the shares were down to $2.67 by May 31 and recorded a 52-week high of $10.65.
Coingecko’s data also showed that Solana rallied to $160 amid mixed signals, reflecting a 4.5% increase over the past 24 hours. However, SOL saw an 8.4% decline over the past week. New developments with the Classover partnership point to prospective momentum swings that might influence the asset’s near-term path.
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