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, Inc. is soliciting shareholder votes at its virtual Annual Meeting on several proposals: to amend the charter to increase authorized Class B Common Stock from 40,000,000 to 2,500,000,000, approve issuances under an Exchange Agreement tied to a Series C preferred conversion, adopt a reverse stock split at a board-determined ratio between 1-for-2 and 1-for-50, authorize future issuance of up to 5,000,000 Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and elect five directors.
The Board, controlled by CEO Hui Luo, recommends voting FOR all proposals and notes Majority Holders hold a controlling share of voting power. The proxy includes details on Nasdaq approval requirements, related-party transactions, executive pay, and governance practices.
Classover Holdings, Inc. files a Post-Effective Amendment registering resale of up to 10,696 shares of Class B Common Stock held by selling securityholders. The company will not receive any proceeds from these sales. The prospectus lists Nasdaq tickers KIDZ and KIDZW and gives market prices of $3.12 per share for Common Stock and $0.0149 for Public Warrants as of April 6, 2026.
The filing repeats extensive risk disclosures: the company reports net losses, a stockholders’ deficit, a going-concern explanatory paragraph in its audited financials, significant competition in online education, seasonal demand patterns, dependence on independent-contractor teachers, potential regulatory and cybersecurity risks, and exposure to Solana-related and debt-related risks. The registration states no new securities are being registered and that all original registration fees were paid.
Classover Holdings, Inc. is registering the resale, from time to time, of (i) 583,368 shares of Class B common stock issuable upon conversion of senior secured convertible notes, (ii) 18,400 shares held by officers and consultants under the 2024 Long-Term Incentive Equity Plan, and (iii) 30,786 shares held by the APA Seller, including 14,786 shares issuable upon exercise of pre-funded warrants.
The shares are being registered for resale by the named selling securityholders under a registration rights agreement; the Company will not receive proceeds from resale and any converted Notes would be retired. The prospectus discloses risks including substantial doubt about the Company’s ability to continue as a going concern and recent net losses.
Classover Holdings, Inc. files a post-effective amendment to register securities following its Business Combination. The filing registers 345,000 shares of Class B common stock issuable upon exercise of Public Warrants and the resale from time to time of up to 2,686,488 shares of Common Stock by selling securityholders, including Founder Shares, shares issuable on conversion of preferred stock and other reserved shares. The Company states it would receive proceeds only if Public Warrants are exercised for cash, which could be up to $198.4 million assuming full cash exercise of the Public Warrants. The prospectus discloses recent trading prices ($3.12 per share and $0.0149 per warrant as of April 6, 2026), notes substantial dilution potential from the registered resale pool, and includes a going concern disclosure and multiple operational risk factors.
Classover Holdings, Inc. files its annual report describing a K‑12 online tutoring and enrichment platform delivered through proprietary, AI‑enabled technology and small interactive classes. The company highlights rapid expansion of course offerings, strong customer retention and a scalable, asset‑light teacher marketplace model.
Classover details a Solana‑centric digital asset treasury strategy, including acquisition and staking of Solana tokens through custodians such as BitGo and validators like Figment and Everstake. It also outlines an $11 million issuance of senior secured convertible notes, largely earmarked for digital assets, and discloses substantial doubt about its ability to continue as a going concern.
Classover Holdings, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10‑K for the year ended December 31, 2025 because completing the report would cause "unreasonable effort and expense." The company cites recent corporate actions, including a reverse split, as the primary reason and states it needs additional time to compile and process information.
The company expects total revenue to be approximately $3,366,000 for the year ended December 31, 2025, a decrease of about $309,000 (8%) from $3,675,000 for 2024. Net loss is expected to increase by about $843,000 from $(6,202,000) to $(7,045,000). The notification was signed by CFO Yanling Peng on March 31, 2026.
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.
Classover Holdings, Inc. is registering 29,168,390 shares of Class B common stock issuable upon conversion of senior secured convertible notes, plus 920,000 shares held by officers/consultants and 1,539,278 shares held by the APA Seller, for resale by the named selling securityholders.
The prospectus supplement states the company will receive no proceeds from these resales; any Notes converted would be retired and the related debt extinguished. The filing also discloses a board-approved 1-for-50 reverse stock split effective March 9, 2026, reducing authorized and outstanding share counts and causing proportional adjustments to warrants, convertible securities, and equity plan reserves.
Classover Holdings, Inc. is filing a prospectus supplement to register 17,249,987 shares of Class B common stock issuable upon exercise of Public Warrants.
The supplement also registers resale by selling securityholders of various conversion and reserved amounts, including 6,535,014 shares issuable upon conversion of Class A common stock and 23,452,158 shares issuable upon conversion of Series B preferred stock. The filing discloses a 1-for-50 reverse stock split effective March 9, 2026 (split-adjusted trading begins March 10, 2026) and a reduction in authorized common shares. The company states it will not receive proceeds from resale transactions, but could receive up to $198.4 million if all Public Warrants are exercised for cash.
Classover Holdings, Inc. registers 534,740 shares of Class B common stock for resale by selling securityholders; the Company will receive no proceeds from these sales.
The supplement incorporates a Current Report disclosing a 1-for-50 reverse stock split of Class A and Class B common stock effective March 9, 2026 at 12:01 a.m. Eastern Time, with split-adjusted trading beginning March 10, 2026. The certificate of amendment also reduces authorized shares to 1,000,000 Class A and 40,000,000 Class B. Shares outstanding as of March 4, 2026 are presented: Class A reduced to 130,700 and Class B reduced to 1,097,731 after the split.