Classover (KIDZ) regains Nasdaq bid compliance, easing delisting risk

Rhea-AI Filing Summary

Classover Holdings Inc. has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company that its Class B common stock has closed at or above $1.00 per share for 12 consecutive business days, exceeding the required 10-day threshold under Nasdaq Listing Rule 5550(a)(2).

The company previously fell out of compliance after its stock traded below $1.00 for 30 consecutive business days. Classover believes restored compliance removes uncertainty around its Nasdaq listing and strengthens its position to pursue its AI-driven K-12 education strategy and long-term initiatives.

Positive

• Nasdaq compliance regained: Classover restored compliance with Nasdaq Listing Rule 5550(a)(2) after its Class B common stock closed at or above $1.00 per share for 12 consecutive business days, removing immediate delisting risk and supporting continued trading on a major exchange.

Negative

• None.

Insights

Equity markets & listing standards analyst

Regaining Nasdaq bid-price compliance removes immediate delisting risk for Classover.

Classover has restored compliance with Nasdaq’s minimum bid price rule by maintaining a closing bid of at least $1.00 per share for 12 straight business days. This follows a prior non-compliance period when shares traded below $1.00 for 30 consecutive business days.

Staying above the bid threshold keeps the company’s Nasdaq listing intact, which can support liquidity and institutional participation. The company frames this as strengthening its foundation to continue executing its AI-focused K-12 education strategy, though future performance will still depend on operations, market acceptance and broader risk factors it highlights, including exposure to volatile crypto assets.

Key Figures

Minimum bid price threshold: $1.00 per share Required compliance period: 10 consecutive business days Actual days above threshold: 12 consecutive business days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Required compliance period 10 consecutive business days Minimum days at or above $1.00 to regain compliance

Actual days above threshold 12 consecutive business days Class B common stock bid price at or above $1.00

Prior non-compliance period 30 consecutive business days Bid price below $1.00 triggered Nasdaq notice

Contact phone 800-345-9588 Investor relations contact for Classover

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price requirement, forward-looking statements, AI-powered learning systems, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)"

minimum bid price requirement market

"it was not in compliance with the minimum bid price requirement because the closing bid price"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

forward-looking statements regulatory

"This press release contains “forward-looking statements” within the meaning of the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-powered learning systems technical

"transforming extensive live teaching experience into proprietary AI-powered learning systems"

crypto assets financial

"regulatory changes related to crypto assets; and fluctuations in the price of crypto assets"

Crypto assets are digital tokens secured by cryptography and recorded on decentralized ledgers, used as money, ownership claims, or access rights to services and networks. They matter to investors because their prices can move sharply, offering the potential for big gains or losses, and they can change exposure to new technologies and regulatory risks—think of them as volatile digital commodities or currencies stored in a digital wallet.

Understanding 8-K Material Events →

EXHIBIT 99.1

Classover Regains Compliance with Nasdaq Minimum Bid Price Requirement

NEW YORK CITY, NY / ACCESS Newswire / March 31, 2026 / Classover Holdings Inc. (NASDAQ:KIDZ) (“Classover” or the “Company”), a leading provider in K-12 educational AI, today announced that it has received written notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2).

As previously disclosed, the Company had received notice from Nasdaq that it was not in compliance with the minimum bid price requirement because the closing bid price of its common stock had fallen below $1.00 per share for a period of 30 consecutive business days. In order to regain compliance, the Company was required to maintain a minimum closing bid price of $1.00 per share for at least 10 consecutive business days.  The Nasdaq written notification indicated that for the last 12 consecutive business days, the bid price for the Company’s Class B common stock had been at $1.00 per share or greater, as required by the listing rule.

The Company believes that regaining compliance with the Nasdaq listing rules removes uncertainties related to the trading of the Company’s securities and further reinforces its standing in the capital markets, providing a more stable foundation for the continued execution of its business strategy and long-term initiatives.

About Classover

Classover Holdings Inc. (NASDAQ:KIDZ) is an AI-driven education technology company transforming extensive live teaching experience into proprietary AI-powered learning systems. By integrating artificial intelligence, AI agents, and robotics, Classover is building the next generation of global education infrastructure designed to make learning outcomes measurable, verifiable, and accessible across borders. The Board believes focused investment in AI, intelligent agents, and robotics aligns with the Company’s mission and positions it to capture the next wave of educational technology innovation.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover’s current beliefs, expectations and assumptions regarding the future of Classover’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover’s control including, but not limited to: Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover’s ability to maintain the listing of its securities on Nasdaq; changes in Classover’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover’s ability to attract and retain a large number of customers; Classover’s future capital requirements and sources and uses of cash; Classover’s ability to attract and retain key personnel; Classover’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors; the risk that the price of SOL, which has historically been subject to dramatic price fluctuations and is highly volatile, could fall substantially negatively impacting Classover’s financial condition and results of operations; regulatory changes related to crypto assets; and fluctuations in the price of crypto assets. These risks and uncertainties also include those risks and uncertainties indicated in Classover’s filings with the SEC. Classover’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contacts

Classover Holdings Inc.

ir@classover.com

800-345-9588

FAQ

What did Classover (KIDZ) announce about its Nasdaq listing status?

Classover announced it has regained compliance with Nasdaq’s minimum bid price requirement. Its Class B common stock closed at or above $1.00 per share for 12 consecutive business days, satisfying Nasdaq Listing Rule 5550(a)(2) and removing the prior non-compliance notice risk to its listing.

Why was Classover (KIDZ) previously out of compliance with Nasdaq rules?

Classover was previously out of compliance because its common stock’s closing bid price stayed below $1.00 per share for 30 consecutive business days. That triggered a Nasdaq notice under Listing Rule 5550(a)(2), which sets the minimum bid price standard for continued listing on the exchange.

How did Classover (KIDZ) regain compliance with the Nasdaq minimum bid requirement?

To regain compliance, Classover had to maintain a minimum closing bid of $1.00 per share for at least 10 consecutive business days. Nasdaq confirmed the company achieved this, with its Class B common stock trading at or above $1.00 for 12 consecutive business days, meeting the listing rule.

What does regaining Nasdaq compliance mean for Classover (KIDZ) investors?

Regaining compliance means Classover’s shares can continue trading on Nasdaq under current rules. The company believes this removes uncertainties surrounding its listing, supports market confidence, and provides a more stable platform for executing its AI-driven K-12 education strategy and long-term business initiatives.

What business focus did Classover (KIDZ) highlight in this announcement?

Classover highlighted its focus on AI-driven education technology for K-12 learners. It is transforming live teaching experience into proprietary AI-powered learning systems using artificial intelligence, AI agents, and robotics to make learning outcomes measurable, verifiable, and accessible across borders in global education markets.

What key risks and uncertainties did Classover (KIDZ) mention in its forward-looking statements?

Classover cited risks including executing its business model, maintaining Nasdaq listing, attracting customers and key personnel, protecting intellectual property, regulatory changes, and exposure to crypto assets. It specifically referenced the historically volatile price of SOL and broader crypto price fluctuations as potential factors impacting financial condition.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 PRESS RELEASE 7.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.5 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 901 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB