Classover Holdings, Inc. Warrants

Classover Holdings reported FY2025 revenue of $3.4 million under GAAP, reflecting ongoing efforts to retain existing paid subscribers and convert registered users to paid plans, which management identifies as critical drivers for revenue growth and profitability. Despite any sales fluctuations, gross profit reached $1.9 million, achieving a 57.0% margin—slightly above the prior year's 56%. This resilience stemmed from enhanced class scheduling processes that better aligned educator partner availability with student demand, increasing class utilization rates, reducing idle time, and lowering overall compensation and streaming costs without compromising instructional capacity or quality. Management noted the decrease in cost of revenues was primarily attributable to these scheduling efficiencies and class size optimizations, enabling cost control even as the Company navigated operational challenges.

Operating income deteriorated to -$3.6 million, or -106.7% of revenue, underscoring difficulties in maintaining profitability through effective expense management. As a newer public company, Classover faces heightened costs associated with compliance, governance, and scaling operations, which pressured operating efficiency. Management emphasizes that the ability to control costs and expenses remains essential to increasing profitability, particularly as subscriber retention and conversion dynamics influence revenue stability.