SEC Form NT 10-Q filed by Classover Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:

3235-0058

FORM 12b-25

Expires:

May 31, 2025

Estimated average burden

Hours per form

2.50

NOTIFICATION OF LATE FILING

SEC FILE NUMBER

001-42588

CUSIP NUMBER

182744102

(Check One):

☐     Form 10-K          ☐ Form 20-F        ☐    Form 11-K          ☒ Form 10-Q        ☐    Form 10-D        ☐    Form N-SAR        ☐    Form N-CSR

For Period Ended: March 31, 2025

☐     Transition Report on Form 10-K

☐     Transition Report on Form 20-F

☐     Transition Report on Form 11-K

☐     Transition Report on Form 10-Q

☐     Transition Report on Form N-SAR

For the Transition Period Ended: ________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

Classover Holdings, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

450 7^th Avenue, Suite 905

Address of Principal Executive Office (Street and Number)

New York, New York 10123

City, State and Zip Code

(a)

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

☒

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

Yanling Peng

(800)

345-9588

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒Yes  ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company was formed on May 2, 2024. Accordingly, a comparison of the changes from the corresponding period for the last fiscal year cannot be made.

Date: May 15, 2025

By:

/s/ Yanling Peng 

Yanling Peng, Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).