Welcome to our dedicated page for Classover Holdings SEC filings (Ticker: KIDZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to Classover Holdings, Inc. (NASDAQ: KIDZ, KIDZW) SEC filings, giving investors and researchers a structured view of the company’s regulatory disclosures. Classover is a technology-driven education company focused on AI-powered learning systems for K-12 and broader education markets, and its filings offer detailed insight into its capital structure, governance, and financial reporting.
Key documents available here include annual reports on Form 10-K and quarterly reports on Form 10-Q, which describe Classover’s business, risk factors, and results of operations. These filings are particularly relevant for understanding how the company accounts for its AI education activities and its Solana-based digital treasury, as well as how it presents revenue streams and expenses related to its platforms and services.
Investors can also review current reports on Form 8-K that disclose material events. For Classover, recent 8-K filings have reported matters such as a Nasdaq notice regarding minimum bid price requirements, entry into exchange agreements involving preferred stock and Class B common stock, and amendments to registration rights agreements. These filings help clarify listing status, financing arrangements, and other significant corporate actions.
In addition, proxy materials such as the definitive proxy statement on Schedule 14A provide detail on proposals submitted to stockholders, including a proposed redomestication from Delaware to Nevada, a 2025 Long-Term Incentive Equity Plan, and a potential reverse stock split of the company’s common stock. Registration statements on Form S-1 further outline the company’s securities offerings and background information.
Stock Titan enhances these filings with AI-powered summaries that explain complex sections in plain language, highlight key terms, and surface items such as voting rights, equity plans, and listing-related disclosures. Users can quickly scan Classover’s 10-K, 10-Q, 8-K, S-1, and DEF 14A filings, then drill into the full EDGAR documents for deeper analysis, including any insider-related information reported through applicable forms.
Highbridge Capital Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 2,203,785 shares of Class B Common Stock of Classover Holdings, Inc., equal to 8.4% of the class. This includes 2,177,084 shares issuable upon exercise of warrants, based on 24,206,325 shares outstanding as of December 5, 2025.
The shares are held through certain Highbridge funds, including Highbridge Tactical Credit Master Fund, L.P., which has rights over more than 5% of the class. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Classover Holdings, Inc. (KIDZ) received an amended Schedule 13G from Aristeia Capital, L.L.C. reporting a 4.45% beneficial stake in its redeemable warrants. Aristeia reports beneficial ownership of 1,128,651 warrants, each exercisable for one share of Class B common stock at an exercise price of $11.50 per share.
This percentage is based on 25,334,976 securities, which includes 24,206,325 shares outstanding as of December 5, 2025, as reported in a DEF 14A, plus the warrants. Aristeia states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover.
Polar Asset Management Partners Inc., an Ontario-based investment adviser, reported beneficial ownership of 1,023,374 shares of Classover Holdings, Inc. Class B common stock as of 12/31/2025, representing 4.6% of the class. This amount includes 785,874 shares issuable upon exercising warrants, over which Polar has sole voting and dispositive power.
Polar reports owning 5 percent or less of this class and certifies that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Classover.
Classover Holdings Inc. has authorized a share repurchase program of up to $2 million of its Class B common stock. The company plans to buy shares on the open market, through block trades, or other methods in line with securities rules.
The repurchases are expected to be funded from existing cash and future operating cash flows, with bought-back shares either held as treasury stock or cancelled. The board emphasizes flexibility, noting the program can be modified, suspended, or terminated, and that it reflects confidence in Classover’s long-term AI-driven edtech strategy.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed Amendment No. 1 to report their beneficial ownership of Classover Holdings Inc. (Class B common stock). They report beneficial ownership of 927,831 shares, representing 3.7% of the class.
The firms report shared voting and dispositive power over all 927,831 shares and no sole power. They state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover Holdings Inc.
Classover Holdings, Inc. Chief Financial Officer Yanling Peng reported receiving 750,000 shares of Class B Common Stock on January 21, 2026. The transaction is coded as an acquisition at a stated price of $0 per share, indicating a grant or award rather than an open-market purchase. Following this transaction, Peng beneficially owns 1,210,000 Class B shares, held in direct ownership.
Classover Holdings, Inc. CEO and director Luo Hui, who is also a 10% owner, acquired 1,000,000 shares of Class B common stock on January 21, 2026. The shares were reported at a price of $0 per share, indicating a no-cash acquisition such as an award or similar transfer. After this transaction, Luo Hui directly beneficially owns 1,000,000 Class B shares of Classover Holdings.
Classover Holdings, Inc. has called a virtual special stockholder meeting on December 22, 2025 to vote on three major proposals. Stockholders are being asked to approve a redomestication that would move the company’s state of incorporation from Delaware to Nevada, a new 2025 Long-Term Incentive Equity Plan, and a reverse stock split of all outstanding Class A and Class B common shares at a ratio between 1‑for‑2 and 1‑for‑50, to be set by the board.
As of the December 5, 2025 record date, there were 6,535,014 Class A shares, 24,206,325 Class B shares and 522,801 Series A preferred shares outstanding. Because officers, directors and affiliates control about 87.1% of the voting power, the company states it does not need additional votes to pass the proposals, and the board unanimously recommends voting "FOR" each item.
The board expects the Nevada move to cut annual Delaware franchise taxes, citing an estimated Delaware burden of about $200,000 per year versus roughly $500 for a Nevada business license plus about $15,000 in annual list fees, and to provide broader statutory protections for directors and officers. The new incentive plan initially reserves 5,000,000 Class B shares and can automatically increase to 5% of outstanding Class B shares each time market capitalization reaches specified thresholds from $50 million up to $5.0 billion, giving management significant flexibility to grant equity awards.
Classover Holdings, Inc. (KIDZ) reported that on November 21, 2025 it received a deficiency notice from Nasdaq because the bid price of its Class B common stock had been below $1.00 per share for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2). The company has 180 calendar days, until May 20, 2026, to regain compliance by maintaining a bid price of at least $1.00 for a minimum of ten consecutive business days.
If the company fails to regain compliance in this period, it may qualify for an additional 180-day extension if it meets certain Nasdaq requirements. If it cannot cure the deficiency within the allowed time, its securities could be delisted from Nasdaq. For now, the company’s Class B common stock and redeemable warrants continue to trade under the symbols KIDZ and KIDZW without interruption.
Classover Holdings, Inc. (KIDZ) has called a virtual special meeting in 2025 to ask stockholders to approve three key items: a move of its place of incorporation from Delaware to Nevada, adoption of a new 2025 Long-Term Incentive Equity Plan, and a reverse stock split of all outstanding Class A and Class B common stock at a yet-to-be-determined ratio.
Class A common stock carries 25 votes per share, while Class B common stock and Series A preferred stock carry one vote per share. On the record date, shares held by officers, directors and their affiliates represented a large portion of both outstanding stock and voting power, so the company states it will not need additional stockholder support for approval.
The board argues Nevada law should lower franchise tax costs and provide broader liability protections for directors and officers, without changing the company’s business or management. The new equity plan reserves an initial pool of Class B shares and can automatically increase to 5% of outstanding Class B common stock at multiple market capitalization milestones from $50 million up to $5.0 billion.