Business Context and Reporting Period
Company: Classover Holdings, Inc. (Trading Symbol: KIDZ; Subsidiary: Class Over Inc.)
Filing Type: Form 8-K (Current Report)
Report Date: July 3, 2025
Event Date: June 24, 2025
Context: The filing discloses a change in the registrant's certifying accountant triggered by regulatory sanctions against the previous auditor.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on auditor changes and regulatory compliance.
Material Changes
- PCAOB Sanctions: On June 24, 2025, the Public Company Accounting Oversight Board (PCAOB) issued an order censuring Michael T. Studer CPA P.C. (the "Firm") and Michael T. Studer. The order revoked the Firm's registration, barred Studer from association with registered public accounting firms, and imposed a $20,000 civil monetary penalty.
- Reason for Sanctions: Violations included failure to properly supervise audit work, failure to obtain an engagement quality review (EQR), and violations of quality control standards regarding an audit of a different issuer client (not Classover Holdings).
- Auditor Dismissal: The Company dismissed the Firm as the auditor for the 2023 Financial Statements of its operating subsidiary, Class Over Inc.
- Re-audit Engagement: The Company engaged Bush & Associates CPA LLC ("Bush"), its current auditor, to re-audit the 2023 Financial Statements. This decision was approved by the Audit Committee.
- Impact on 2024 Statements: The filing explicitly states these events have no impact on the financial statements for the year ended December 31, 2024.
Guidance, Outlook, and Risks
- Going Concern Note: The original audit report for the 2023 Financial Statements included an explanatory paragraph regarding Class Over's ability to continue as a going concern. It did not contain an adverse, qualified, or disclaimer opinion.
- Disagreements: The Company reported no "disagreements" or "reportable events" with the former Firm or the new auditor (Bush) during the two most recent fiscal years through July 3, 2025.
- Consultations: No consultations were held with Bush regarding accounting principles or audit opinions prior to this engagement for the re-audit.
Investor Verification Checklist
- Verify the status of the re-audit of the 2023 Financial Statements by Bush & Associates CPA LLC.
- Review the specific details of the PCAOB Order regarding Michael T. Studer CPA P.C. to assess potential reputational risk.
- Confirm whether the "going concern" qualification in the 2023 audit report has been resolved in the re-audit.
- Monitor future filings for the release of the restated or re-audited 2023 financial statements.