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.
KIDZ AI Inc. describes management’s view that its share price does not reflect its cash and contracted GPU business. As of July 24, 2026, unaudited internal estimates show net cash of approximately $13.7 million, or $1.25 per share, versus a closing price of $0.4191 and a market capitalization of approximately $4.6 million, so net cash is about 3x equity value.
The company has begun open‑market repurchases under a $2.0 million authorization and plans to seek board approval to increase this to $3.0 million, subject to conditions. It also references a 60‑month GPU compute services agreement with $44.6 million in aggregate contracted service fees and currently expects GPU‑related revenue to start in the fourth quarter of 2026. Figures are preliminary, unaudited, and “net cash position” is a non‑GAAP liquidity measure.
KIDZ AI Inc. is registering up to 151,112,186 shares of Class B common stock for resale by Chardan Capital Markets LLC under a committed equity facility. Under a ChEF Purchase Agreement dated May 21, 2026, KIDZ AI may direct Chardan to buy up to $100.0 million of newly issued shares, generally at a 4.0% discount to VWAP, subject to caps and conditions. KIDZ AI will not receive proceeds from Chardan’s resale of shares to the public, but will receive cash when it sells shares to Chardan and expects to use any such proceeds for working capital and general corporate purposes. As of July 21, 2026, 5,226,094 shares of common stock were outstanding, and Nasdaq listed the stock at $0.56 per share. Issuances to Chardan are limited by a 19.99% Nasdaq exchange cap and a Beneficial Ownership Cap of 4.99% of outstanding shares, which Chardan may increase to 9.99% with notice.
KIDZ AI Inc. entered into a definitive 60‑month enterprise AI compute services agreement with Canopy Wave, Inc. with an aggregate contract value of $44.6 million. The arrangement is expected to involve GPU compute leasing and is subject to KIDZ AI’s subsidiary placing a non‑cancellable order for the required GPU servers.
Through its subsidiary Catalyst Compute LLC, KIDZ AI plans to deploy a dedicated cluster of 256 NVIDIA HGX B300 GPUs across 32 specialized GPU nodes, each with dual Intel Xeon 6776P processors, 4TB of DDR5 memory, and 800Gb/s InfiniBand. The company presents this as part of a differentiated “neocloud” model focused on long‑term contracted demand and cost‑efficient inference on open‑weight frontier AI models in partnership with Canopy Wave.
KIDZ AI Inc. is registering the resale by Chardan Capital Markets of up to 151,112,186 shares of Class B common stock. These shares may be issued under a ChEF Purchase Agreement, an equity facility under which KIDZ AI may sell up to $100.0 million of new stock to Chardan at a 4% discount to VWAP.
The company will not receive proceeds from Chardan’s resales, but would receive cash from any primary issuances to Chardan, which are expected to fund working capital and general corporate purposes. Common stock outstanding was 2,055,159 shares as of July 14, 2026; this is a baseline figure, not the amount being offered.
The facility is constrained by Nasdaq’s 19.99% “Exchange Cap” on issuances and a Beneficial Ownership Cap initially at 4.99%, which Chardan can raise to 9.99% on notice. Disclosed risks include potential dilution, stock price pressure from large resales, significant share-price volatility and an ongoing need for additional capital.
KIDZ AI Inc. announced that it has won the 2026 EdTechX Award for the Americas, recognizing its work in AI-powered education. The company also unveiled KIDZBot, an AI-native robotics learning platform designed for the emerging Physical AI education era, with commercial rollout expected in the second half of 2026.
KIDZBot is described as a full robotics learning ecosystem that links physical robots, AI-powered curriculum, coding tools, learning data, and concepts such as memory, reasoning, prompts, tokens, and sensor-based feedback. It targets classrooms, learning centers, camps, families, and school partners, and is positioned as a long-term growth pillar in KIDZ AI’s broader AI-native education infrastructure strategy.
KIDZ AI Inc. is registering 151,112,186 shares of Class B common stock for resale under an equity line facility with Chardan Capital Markets LLC. These shares may be issued to Chardan under a ChEF Purchase Agreement that allows KIDZ AI to sell up to $100.0 million of newly issued stock over time.
The company will not receive proceeds from Chardan’s resale of the shares to the public, but does receive cash when it issues shares to Chardan under the facility. As of June 24, 2026, KIDZ AI had 2,055,159 common shares outstanding, so any significant use of the facility could substantially dilute existing holders.
Purchases by Chardan are based on a volume-weighted average price with a 4.0% discount, subject to Nasdaq share caps and a beneficial ownership limit initially set at 4.99%, which Chardan can increase to 9.99% upon 61 days’ notice. The stock trades on Nasdaq under the symbol “KIDZ” and last closed at $0.8272 per share on June 25, 2026.
KIDZ AI Inc. Chief Executive Officer Hui Luo reports beneficial ownership of 2,210,884 shares of Class B Common Stock, representing 58.4% of the class on an as-converted basis. This stake includes 13,071 shares of Class A Common Stock convertible into Class B, 2,000 Class B shares, and 522,801 shares of Series A Preferred Stock convertible within 60 days into 2,195,813 Class B shares, all over which Luo has sole voting and dispositive power. The amendment does not change the previously disclosed purpose of the holdings, funding sources, or related contractual arrangements.
KIDZ AI Inc. reported results from its annual shareholder meeting. Stockholders approved increasing authorized Class B common stock to 2,500,000,000 shares and the potential issuance of Class B shares under an Exchange Agreement with Solana Growth Ventures LLC. They also approved a reverse stock split for Class A and Class B shares at a ratio from 1-for-2 to 1-for-50, to be implemented at the board’s discretion. Shareholders authorized the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo at 150% of the prevailing Class B market price. Five directors, including Hui Luo, were elected to serve until the next annual meeting. The company filed a Certificate of Amendment in Nevada to effect the increase in authorized Class B shares.
KIDZ AI Inc. amends its Prospectus Supplement to add an at-the-market (ATM) sales agreement with Chardan Capital Markets for up to $12,455,000 of Class B common stock. Sales may occur on Nasdaq or through other permitted methods; Chardan will act as sales agent for a 3.0% commission and will be deemed an underwriter. The filing cites a public float calculation using 11,090,259 shares held by non-affiliates and an aggregate market value of $37,374,172.83.