Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on June 6, 2025, Classover Holdings, Inc. (the "Company") and Solana Growth Ventures LLC ("SGV") entered into a Registration Rights Agreement (the "Registration Rights Agreement") providing for certain registration rights with respect to certain securities underlying senior secured convertible notes of the Company. On July 18, 2025, the parties entered into a waiver agreement pursuant to which (x) the Filing Deadline (as defined in the Registration Rights Agreement) was extended from 45 calendar days after the Closing Date (as defined in the Registration Rights Agreement) to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline (as defined in the Registration Rights Agreement) was extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date.

On September 16, 2025, the Company and SGV entered into a second waiver agreement pursuant to which (x) the Filing Deadline was extended from 75 calendar days after the Closing Date to October 31, 2025 and (y) the Effectiveness Deadline was extended from 150 calendar days after the Closing Date to December 31, 2025.

The foregoing description of the second waiver to the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the waiver, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.