[8-K] – Classover Holdings, Inc. (KIDZ, KIDZW) (CIK 0002022308)

Rhea-AI Filing Summary

Classover Holdings (KIDZ) entered exchange agreements effective October 9, 2025 with two unaffiliated investors to simplify its capital structure. The investors agreed to deliver an aggregate 62,068 shares of Series A Preferred Stock for cancellation, and the Company agreed to issue an aggregate 596,808 shares of Class B common stock in exchange.

The issuance was conducted as an exempt transaction under Section 3(a)(9) of the Securities Act, which permits exchanges of securities with existing holders. The Company describes the agreements in Item 1.01 and incorporates them by reference in Item 3.02. A form of the exchange agreement is filed as Exhibit 10.1.

Insights

Capital Markets Analyst

Equity-for-equity swap: preferred canceled, new common issued.

Classover Holdings agreed to retire 62,068 Series A preferred shares in exchange for issuing 596,808 Class B common shares to two investors. This is an exchange with existing holders and was executed under Section 3(a)(9), indicating no new money raise and a non-cash restructuring of the equity stack.

The move removes outstanding preferred shares while increasing common shares outstanding. Actual balance-sheet or earnings impacts depend on the preferred terms (e.g., dividends, conversion), which are not detailed in the excerpt. The mechanics are administrative and hinge on the exchange being effective as of October 9, 2025.

Key items in the disclosure include the specific share counts and the exempt registration pathway. Subsequent filings may provide additional details on any remaining preferred instruments and updated share counts following the exchange.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 9, 2025

CLASSOVER HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-42588		99-2827182
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

450 7th Avenue, Suite 905 New York, New York		10123
(Address of Principal Executive Offices)		(Zip Code)

(800) 345-9588

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, par value $0.0001 per share		KIDZ		The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share		KIDZW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.  Entry into Material Definitive Agreement.

Effective as of October 9, 2025, Classover Holdings, Inc. (the “Company”) agreed to enter into exchange agreements (the “Agreements”) with two unaffiliated third party investors (collectively, the “Preferred Holders”). Pursuant to the Agreements, the Preferred Holders agreed to deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock, par value $0.0001 per share (“Preferred Stock”) to be cancelled and retired in exchange for the issuance of an aggregate of 596,808 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Common Stock”).

A copy of the form of Agreements is filed as Exhibit 10.1 to this Current Report on Form 8-K. The above summary of the Agreements does not purport to be complete and is qualified in its entirety by reference thereto and is incorporated herein by reference herein.

Item 3.02.  Unregistered Sales of Equity Securities.

The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the shares of Preferred Stock pursuant to the Agreements was made in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLASSOVER HOLDINGS, INC.
Dated: October 15, 2025	By:	/s/ Hui Luo
		Name: Hui Luo
		Title: Chief Executive Officer

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FAQ

What did Classover Holdings (KIDZ) announce in this 8-K?

It agreed to exchange and cancel an aggregate 62,068 Series A Preferred shares in return for issuing 596,808 Class B common shares to two investors.

When was the exchange effective for KIDZ?

The exchange agreements were effective on October 9, 2025.

How many Class B common shares did KIDZ issue in the exchange?

An aggregate of 596,808 Class B common shares.

How many Series A Preferred shares were canceled by KIDZ?

An aggregate of 62,068 Series A Preferred shares were delivered for cancellation.

What registration exemption did KIDZ rely on for the exchange?

The Company relied on Section 3(a)(9) of the Securities Act for the unregistered exchange.

Who were the counterparties in KIDZ’s exchange?

Two unaffiliated third-party investors holding the Series A Preferred.

Where can investors find the exchange agreement details?

A form of the exchange agreement is filed as Exhibit 10.1.