Welcome to our dedicated page for KIDZ AI 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.
Classover Holdings, Inc.'s SEC filings document the company's AI-powered K-12 education business, its Class B common stock and redeemable warrants listed on Nasdaq, and recurring public-company matters affecting its capital structure and listing status. Form 8-K reports cover operating results, Nasdaq minimum bid-price notices and compliance updates, reverse stock split actions, share repurchase authorization, and the termination of an equity purchase facility tied to a Solana-focused digital asset treasury strategy.
Proxy and other regulatory filings describe governance and shareholder-voting matters, including jurisdiction-of-incorporation and equity incentive plan proposals. The filing record also includes annual-report timing via Form 12b-25, warrant and convertible-security adjustment disclosures, risk-related forward-looking statements, and other material-event reporting connected to Classover's education platform, AI and robotics initiatives, and capital-allocation decisions.
Classover Holdings is asking stockholders to approve several major capital and governance changes at its June 4, 2026 virtual annual meeting. The board seeks to amend the charter to boost authorized Class B common shares from 40,000,000 to 2,500,000,000, approve Nasdaq-related issuance of Class B shares on conversion of Series C preferred under an Exchange Agreement, and authorize a reverse stock split of all Class A and Class B shares at a ratio between 1‑for‑2 and 1‑for‑50 to help support Nasdaq listing requirements. Stockholders are also asked to approve the future sale of up to 5,000,000 additional super‑voting Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and to elect five directors. As of the May 8, 2026 record date, 130,701 Class A shares, 6,787,870 Class B shares and 522,801 Series A preferred shares were outstanding, with the Majority Holders controlling about 32.9% of voting power and indicating support for most proposals.
Classover Holdings, Inc. filed a shelf registration statement to offer up to $200,000,000 of Class B common stock, preferred stock, warrants, debt securities and units, to be sold from time to time in one or more offerings. The prospectus states that specific terms, including price and distribution methods, will be set in prospectus supplements.
The filing discloses shares outstanding of 130,701 Class A and 6,649,844 Class B common stock as of April 29, 2026, an existing 17,250,000 Public Warrants outstanding, and an initial $11,000,000 issuance under a $500,000,000 Note Purchase Agreement with conversion features. Proceeds are for working capital and general corporate purposes.
BlackRock, Inc. reported beneficial ownership of 87,463 Class B shares (8.0%) of Classover Holdings Inc. The filing states BlackRock has sole voting and sole dispositive power over the 87,463 shares. The Schedule 13G was signed on 04/27/2026.
Classover Holdings, Inc. is registering the resale of up to 10,696 shares of Class B common stock by the selling securityholders.
The prospectus states that Classover will receive no proceeds from these resales and that sales may occur "from time to time" through methods described in the Plan of Distribution. The company’s Common Stock and Public Warrants trade on Nasdaq under the symbols KIDZ and KIDZW; the last reported sale prices were $1.57 per share and $0.013, respectively, as of April 20, 2026. The prospectus also discloses operating losses and a reported going-concern disclosure, including net losses of $7,044,865 in 2025 and $843,048 in 2024.
Classover Holdings, Inc. is registering an aggregate of 652,554 shares of Class B common stock for resale by selling securityholders, consisting of (i) 583,368 shares issuable upon conversion of senior secured convertible notes, (ii) 18,400 shares held by officers and consultants, and (iii) 30,786 shares held by the APA Seller (including 14,786 shares issuable upon exercise of pre-funded warrants). This registration is being made pursuant to a registration rights agreement dated June 6, 2025. The Company states it will not receive proceeds from resale hereunder; any Notes converted would be retired and the related debt extinguished. The prospectus notes Nasdaq symbols KIDZ and KIDZW and reports last sale prices of $1.57 per share and $0.013 per Public Warrant (as of April 20, 2026).
Classover Holdings, Inc. is registering 345,000 shares of Class B common stock issuable upon exercise of Public Warrants and the resale of up to 2,686,488 shares of Class B common stock by selling securityholders.
The prospectus states the Company would receive proceeds only if Public Warrants are exercised for cash — up to $198.4 million assuming full cash exercise — and that the Company will not receive proceeds from the resale by the selling securityholders. The filing discloses that as of April 20, 2026 the last reported sale price of the Common Stock was $1.57 per share and Public Warrants traded at $0.013. The prospectus warns the large volume of registered shares could materially depress the trading price and notes substantial redemption activity at the Business Combination.