Classover sets $100 million equity line for AI pivot

Classover Holdings entered into an equity purchase facility agreement with Chardan Capital Markets, allowing the company to sell up to $100 million of Class B common stock, subject to stockholder approval and other conditions.

Rhea-AI Filing Summary

Classover Holdings entered into an equity purchase facility agreement with Chardan Capital Markets, allowing the company to sell up to $100 million of Class B common stock, subject to stockholder approval and other conditions. The company plans to use this flexible financing to fund expansion beyond education technology into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems.

Classover aims to build AI compute infrastructure, NeoCloud-based cloud services, and data center and strategic investment partnerships, and intends to rebrand as “KIDZ AI Inc.” to reflect this broader AI infrastructure focus. Management describes this as a strategic move to position the company within the AI infrastructure value chain as demand for high-performance computing continues to grow.

Positive

• Access to up to $100 million of equity capital via the Chardan facility provides funding flexibility for AI compute, cloud, and data center initiatives, supporting Classover’s planned expansion beyond its core education technology business.
• Strategic pivot toward AI infrastructure, including GPU compute networks, NeoCloud platforms, and data center partnerships, positions Classover to participate in growing demand for high-performance AI computing resources.

Negative

• Potential shareholder dilution risk arises because funding depends on selling up to $100 million of Class B common stock, which could expand the share base as the facility is utilized.
• Execution and external-dependency risks are flagged explicitly, as management notes initiatives and acquisitions are subject to market conditions, capital availability, definitive agreements, and applicable regulatory requirements.

Insights

Equity capital markets analyst

Classover secures up to $100 million in flexible equity capital to fund an AI infrastructure pivot.

Classover has arranged an equity purchase facility with Chardan that permits sales of up to $100 million of Class B common stock, contingent on stockholder approval and agreement terms. This structure resembles an on-demand equity line, giving the company discretion over timing and amounts.

Proceeds are earmarked for AI compute infrastructure, high-performance GPU cloud platforms, and data center-related investments, marking a shift from pure edtech toward AI infrastructure exposure. While this can support growth, repeated equity draws could dilute existing holders, and execution depends on market conditions and capital availability.

Technology and infrastructure strategist

Classover is repositioning from edtech toward AI compute, cloud platforms, and data centers.

The company outlines plans for GPU-based AI compute infrastructure, NeoCloud platforms offering AI inference hosting and model deployment, and strategic investments in AI data centers and related ecosystems. It also intends to rebrand as KIDZ AI Inc. to align with this new focus.

Management highlights industry-wide constraints in high-performance GPU and data center capacity and aims for vertical integration across the AI infrastructure value chain. Actual outcomes will depend on sourcing scarce assets, forming partnerships, and closing any contemplated acquisitions under prevailing regulatory and market conditions.

Key Figures

Equity purchase facility size: $100 million

1 metrics

Equity purchase facility size $100 million Maximum Class B common stock that may be sold under the Chardan agreement, subject to conditions

Key Terms

equity purchase facility, AI core compute infrastructure, NeoCloud Platforms and Cloud Services Operations, data center ecosystems, +1 more

5 terms

equity purchase facility financial

"announced that it has entered into an equity purchase facility agreement with Chardan Capital Markets"

An equity purchase facility is an arrangement in which a company can sell newly issued shares to a counterparty or through a broker over time to raise cash as needed, similar to having a standby line at the bank but paid by selling pieces of the company instead of borrowing. It matters to investors because it provides flexible funding without taking on debt, but it can dilute existing shareholders and affect share price depending on how and when the shares are sold.

AI core compute infrastructure technical

"use the proceeds from the facility to support its expansion into AI core compute infrastructure"

NeoCloud Platforms and Cloud Services Operations technical

"NeoCloud Platforms and Cloud Services Operations: Developing NeoCloud partnership ecosystems"

data center ecosystems technical

"AI-native cloud services, data center ecosystems, and next-generation AI infrastructure"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Classover Holdings (KIDZ) announce regarding new financing?

Classover announced an equity purchase facility with Chardan Capital Markets, allowing it to sell up to $100 million of Class B common stock. The arrangement is subject to terms and conditions in the agreement, including obtaining stockholder approval before shares can be issued.

How will Classover (KIDZ) use proceeds from the $100 million equity facility?

Classover intends to use facility proceeds to expand into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems. Planned uses include GPU deployment, NeoCloud-based AI inference and model hosting, and strategic investments or partnerships in AI-native data center assets.

What strategic shift is Classover (KIDZ) making toward AI infrastructure?

Classover plans to move beyond education technology into AI infrastructure and cloud-based compute services. It aims to build GPU-powered compute networks, NeoCloud platforms for AI workloads, and investments in AI-focused data centers and ecosystems, pursuing vertical integration across the AI infrastructure value chain.

Is Classover (KIDZ) changing its name as part of this AI expansion?

Classover intends to rebrand as “KIDZ AI Inc.” to align its corporate identity with its new strategic focus. The proposed rebrand reflects expansion into high-performance GPU computing, NeoCloud platforms, AI-native cloud services, and next-generation AI infrastructure beyond its traditional education technology positioning.

What risks and conditions did Classover (KIDZ) highlight around its AI strategy?

Classover’s forward-looking statements note uncertainties around executing its business model, maintaining Nasdaq listing, regulatory changes, crypto-related risks and volatility, and market competition. Management also states that AI-related initiatives and acquisitions depend on market conditions, capital availability, definitive agreements, and regulatory requirements.

Why does Classover (KIDZ) see opportunity in AI compute and data centers?

Classover cites strong demand for generative AI and large-scale model deployment, which increases need for high-performance compute capacity. It notes structural supply constraints in advanced GPUs, power, and data center capacity, and plans to use the facility to access scarce AI infrastructure assets and compute resources.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/22/2026 - 04:01 PM Learn about SEC filing dates

EXHIBIT 99.1

Classover Enters into $100 Million Equity Purchase Facility Agreement and Announces Expansion into AI Compute Infrastructure and Cloud Services Platforms

NEW YORK, May 22, 2026 -- Classover Holdings, Inc. (NASDAQ: KIDZ; KIDZW) (“Classover” or the “Company”), an AI-powered education technology company, today announced that it has entered into an equity purchase facility agreement with Chardan Capital Markets. Under the agreement, the Company may sell up to $100 million of its shares of Class B common stock, subject to the terms and conditions set forth in the agreement, including obtaining stockholder approval.

For additional information about the facility, see Classover’s Current Report on Form 8-K, which will be filed following the issuance of this press release and which can be obtained, without charge, at the Securities and Exchange Commission’s internet site (http://www.sec.gov).

The Company intends to use the proceeds from the facility to support its expansion into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems. The facility is expected to provide Classover with additional capital flexibility as it evaluates and pursues strategic opportunities in AI infrastructure and cloud-based compute services.

The Company plans to deploy capital from the facility across several key areas, including:

	·	AI Compute Infrastructure Development: Deploying high-performance GPU assets to provide access services for customers requiring dedicated compute capacity, while building a scalable AI infrastructure network.
	·	NeoCloud Platforms and Cloud Services Operations: Developing NeoCloud partnership ecosystems and offering AI inference hosting, model deployment, and cloud-based compute leasing services.
	·	Data Center and Strategic Investment Partnerships: Investing in AI data center assets and pursuing strategic acquisitions and partnerships involving AI-native compute ecosystems and key infrastructure components.

Reflecting its planned transformation into a diversified AI infrastructure and compute platform, Classover intends to rebrand as “KIDZ AI Inc.” The proposed rebrand is expected to align the Company’s corporate identity with its strategic expansion into high-performance GPU computing, NeoCloud platforms, AI-native cloud services, data center ecosystems, and next-generation AI infrastructure. 

Positioning for AI Infrastructure Growth

Through these initiatives, the Company aims to pursue vertical integration across the AI infrastructure value chain in order to enhance margin potential and strengthen its competitive position. By combining flexible access to capital, potential long-term contracted revenue opportunities, and exposure to high-demand infrastructure assets, Classover believes this strategy may support scalable growth as AI applications continue to gain adoption and create long-term value for shareholders.

1

As generative AI and large-scale model deployment continue to drive significant global demand for compute capacity, high-performance computing resources are facing structural supply constraints. Advanced GPU procurement cycles, power availability, and data center capacity limitations have contributed to a tighter market environment for AI infrastructure. Against this industry backdrop, Classover intends to use the financing facility to evaluate opportunities to access scarce physical infrastructure assets and compute resources, address the growing compute needs of enterprises and research institutions, and position itself within the AI infrastructure value chain for potential long-term scalable growth.

Management Commentary

“We believe this facility will be a decisive turning point for Classover,” said Stephanie Luo, Chief Executive Officer of Classover. “We are positioning the Company to become an important participant in the rapidly growing AI infrastructure sector. Our goal is to build a scalable ecosystem across GPU high-performance computing, AI data centers, and NeoCloud compute platforms.”

“This strategic financing represents an important step as we evaluate key opportunities ranging from GPU deployment and AI inference hosting to model deployment services. As generative AI continues to drive demand for scalable compute infrastructure and AI-native platforms, we are exploring capital-efficient ways to participate in this trend through strategic acquisitions, vertical integration, and partnerships. These initiatives remain subject to market conditions, capital availability, definitive agreements, and applicable regulatory requirements,” Luo said.

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. Classover 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.

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Forward-Looking Statement

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

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Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 PRESS RELEASE 14.6 KB

Agreements & Contracts

• EX-10.1 CHEF PURCHASE AGREEMENT 377.0 KB
• EX-10.2 REGISTRATION RIGHTS AGREEMENT 124.0 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