Classover (KIDZ) sets $9,115,000 ATM stock program with Chardan

Rhea-AI Filing Summary

Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC, allowing the company to sell, from time to time, up to $9,115,000 of its Class B common stock through the agent as an at-the-market offering under Rule 415.

The company is not obligated to sell any shares and may suspend offers or terminate the agreement, and either party can end it on five business days’ notice. Chardan will receive a 3.0% commission on gross sales, plus capped legal fee reimbursements. Sales will be made under an effective Form S-3 shelf registration statement and a related prospectus supplement, with net proceeds intended for working capital and general corporate purposes.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $9,115,000 of Class B common stock Sales agent commission: 3.0% of aggregate gross sales prices Initial legal fee reimbursement cap: $20,000 +3 more

6 metrics

ATM program size $9,115,000 of Class B common stock Maximum aggregate amount of shares that may be sold

Sales agent commission 3.0% of aggregate gross sales prices Commission payable to Chardan Capital Markets LLC

Initial legal fee reimbursement cap $20,000 Maximum reimbursement for agent’s counsel at agreement execution

Ongoing legal fee reimbursement cap $2,500 per calendar quarter Cap per quarter for specified representation dates

Shelf registration file number Form S-3, File No. 333-295491 Registration statement for the at-the-market offering

Shelf effectiveness date May 12, 2026 Date Form S-3 registration statement was declared effective

Key Terms

At-the-Market Sales Agreement, at the market offering, Rule 415, Form S-3, +2 more

6 terms

At-the-Market Sales Agreement financial

"entered into an At-the-Market Sales Agreement (the “Agreement”) with Chardan"

An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.

at the market offering financial

"deemed to be an “at the market offering” as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Rule 415 regulatory

"as defined in Rule 415 promulgated under Securities Act of 1933"

Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

Form S-3 regulatory

"effective shelf registration statement under the Securities Act on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement financial

"a prospectus supplement relating to the Shares, dated May 14, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

"effective shelf registration statement under the Securities Act on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Understanding 8-K Material Events →

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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): May 14, 2026

CLASSOVER HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

Registrant’s telephone number, including area code: (800) 345-9588

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))

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. ☐

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

Title of each class		Ticker symbol(s)		Name of each exchange  on which registered
Class B Common Stock, $0.0001 par value 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

Item 1.01. Entry Into a Material Definitive Agreement.

On May 14, 2026, Classover Holdings, Inc. (the “Company”) entered into an At-the-Market Sales Agreement (the “Agreement”) with Chardan Capital Markets LLC, as sales agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through or to the Agent (the “Offering”), up to an aggregate of $9,115,000 of shares of its Class B common stock, par value $0.0001 per share (the “Shares”).

Under the Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415 promulgated under Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation to sell any of the Shares under the Agreement and may at any time suspend solicitation and offers thereunder. Under the Sales Agreement, the Company may not issue or sell through the Agent a number or dollar amount of Shares that would exceed (a) the number or dollar amount of Shares registered on the registration statement pursuant to which the offering is being made, (b) the number of authorized but unissued Shares, (c) the number or dollar amount of Shares permitted to be sold under Form S-3 or (d) the number or dollar amount of Shares for which the Company has filed a prospectus supplement. As of the date of this Current Report on Form 8-K, such maximum amount is $9,115,000 of Shares, the amount of Shares set forth in the prospectus supplement described below.

The Company will pay the Agent a commission of 3.0% of the aggregate gross sales prices of the Shares. The Company will also reimburse the Agent for fees and disbursements of its legal counsel (i) in an amount not to exceed $20,000 in connection with the execution of the Agreement and (ii) in an amount not to exceed $2,500 per calendar quarter thereafter payable in connection with each representation date with respect to which we are obligated to deliver a certificate to the Agent pursuant to the Agreement for which no waiver is applicable and excluding the date of the Agreement. The Agreement contains customary representations and warranties, covenants and indemnification and contribution obligations, including indemnification and contribution for liabilities under the Securities Act. The Agreement may be terminated by us or by the Agent at any time in our or its sole discretion by giving five business days’ written notice to the other party, or by the Agent immediately in certain circumstances.

The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act on Form S-3 (File No. 333-295491) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 12, 2026, and a prospectus supplement relating to the Shares, dated May 14, 2026, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on May 14, 2026.

The Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating to the legality of the issuance and sale of the Shares in the Offering is attached hereto as Exhibit 5.1 and is incorporated herein by reference and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement. The foregoing description of the Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit.

The Agreement has been included to provide investors and security holders with information regarding its terms. The Agreement is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the contracting parties.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
5.1		Opinion of Graubard Miller.
10.1		At-the-Market Sales Agreement, dated as of May 14, 2026.
23.1		Consent of Graubard Miller (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: May 14, 2026	By:	/s/ Hui Luo
		Hui Luo
		Chief Executive Officer

3

FAQ

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

Classover Holdings entered an At-the-Market Sales Agreement with Chardan Capital Markets LLC. The arrangement lets the company sell Class B common stock over time, giving flexible access to capital under an existing Form S-3 shelf registration and prospectus supplement.

How large is Classover Holdings’ at-the-market offering capacity?

The at-the-market program covers up to $9,115,000 of Class B common stock. These shares may be sold from time to time through Chardan Capital Markets LLC under the company’s effective Form S-3 shelf registration and a dated May 14, 2026 prospectus supplement.

What fees will Classover (KIDZ) pay Chardan under the ATM agreement?

Classover will pay a 3.0% commission on aggregate gross sales of shares. It will also reimburse Chardan’s legal counsel up to $20,000 at signing and up to $2,500 per calendar quarter for specified representation dates under the agreement.

How does Classover plan to use proceeds from the ATM offering?

Classover intends to use net proceeds for working capital and general corporate purposes. Funds raised through sales of Class B common stock under the at-the-market program are meant to support ongoing operational and general business needs rather than any specified transaction.

Can Classover or Chardan terminate the at-the-market agreement?

Yes, either party can terminate the agreement on written notice. Classover or Chardan may end it at any time in their sole discretion by giving five business days’ written notice, and the agent may terminate immediately in certain specified circumstances.

Under what registration is Classover’s ATM offering being conducted?

The shares are offered under an effective shelf registration on Form S-3. The registration statement (File No. 333-295491) was declared effective on May 12, 2026, and a related prospectus supplement dated May 14, 2026 governs the at-the-market sales.

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 AT THE MARKET SALES AGREEMENT 282.2 KB

Other Documents

• EX-5.1 OPINION OF GRAUBARD MILLER 6.7 KB
• 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