Welcome to our dedicated page for Classover Holdings 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.
This page provides access to Classover Holdings, Inc. (NASDAQ: KIDZ, KIDZW) SEC filings, giving investors and researchers a structured view of the company’s regulatory disclosures. Classover is a technology-driven education company focused on AI-powered learning systems for K-12 and broader education markets, and its filings offer detailed insight into its capital structure, governance, and financial reporting.
Key documents available here include annual reports on Form 10-K and quarterly reports on Form 10-Q, which describe Classover’s business, risk factors, and results of operations. These filings are particularly relevant for understanding how the company accounts for its AI education activities and its Solana-based digital treasury, as well as how it presents revenue streams and expenses related to its platforms and services.
Investors can also review current reports on Form 8-K that disclose material events. For Classover, recent 8-K filings have reported matters such as a Nasdaq notice regarding minimum bid price requirements, entry into exchange agreements involving preferred stock and Class B common stock, and amendments to registration rights agreements. These filings help clarify listing status, financing arrangements, and other significant corporate actions.
In addition, proxy materials such as the definitive proxy statement on Schedule 14A provide detail on proposals submitted to stockholders, including a proposed redomestication from Delaware to Nevada, a 2025 Long-Term Incentive Equity Plan, and a potential reverse stock split of the company’s common stock. Registration statements on Form S-1 further outline the company’s securities offerings and background information.
Stock Titan enhances these filings with AI-powered summaries that explain complex sections in plain language, highlight key terms, and surface items such as voting rights, equity plans, and listing-related disclosures. Users can quickly scan Classover’s 10-K, 10-Q, 8-K, S-1, and DEF 14A filings, then drill into the full EDGAR documents for deeper analysis, including any insider-related information reported through applicable forms.
Classover Holdings, Inc. (Nasdaq: KIDZ) filed a Rule 424(b)(3) prospectus covering the resale, from time to time, by selling securityholders of up to 534,740 shares of Class B common stock.
The company will not receive any proceeds from these sales; selling holders may dispose of shares using methods described in “Plan of Distribution.” Classover’s common stock and public warrants trade on Nasdaq under KIDZ and KIDZW. On November 11, 2025, the last reported prices were $0.572 per share and $0.0595 per warrant.
Classover is an emerging growth and smaller reporting company. The prospectus highlights risks typical for early‑stage issuers and notes exposure to its digital‑asset treasury strategy centered on Solana, along with going‑concern and internal control considerations.
Classover Holdings, Inc. (Nasdaq: KIDZ) filed a preliminary S-1 registering the resale of up to 534,740 shares of Class B common stock by selling stockholders. The company will not receive any proceeds from these sales; proceeds, if any, go to the selling holders.
The shares may be sold from time to time using the methods described under “Plan of Distribution.” KIDZ and its public warrants trade on Nasdaq under “KIDZ” and “KIDZW.” On October 23, 2025, the last reported prices were $0.7448 per share and $0.0657 per warrant.
The prospectus also highlights business risks typical for an emerging growth company and notes exposure to digital asset treasury activities, including staking on the Solana network, alongside previously disclosed going concern uncertainties.
Classover Holdings, Inc. (KIDZ) filed a 424(b)(3) prospectus registering the resale of up to 31,627,668 shares of Class B common stock by selling securityholders. The registration covers 29,168,390 shares issuable upon conversion of senior secured convertible notes, 920,000 shares issued under the 2024 Long-Term Incentive Equity Plan, and 1,539,278 shares held by the APA Seller, including 739,278 shares issuable upon exercise of pre-funded warrants.
The company states it will not receive proceeds from any sales under this prospectus; if Notes are converted, the underlying debt would be extinguished. Sales may occur from time to time by the holders using methods described in the Plan of Distribution. Classover’s common stock and public warrants trade on Nasdaq as “KIDZ” and “KIDZW.”
Beyond the registration, Classover outlines a Solana-centric digital asset treasury strategy, disclosing that as of September 30, 2025, it had acquired 57,110 SOL for approximately $8.55 million and staked its holdings across multiple providers with disclosed commission terms. The filing also summarizes risk factors, including competition, operational execution, internal control remediation, and going concern uncertainties.
Classover Holdings (KIDZ) entered exchange agreements effective October 9, 2025 with two unaffiliated investors to simplify its capital structure. The investors agreed to deliver an aggregate 62,068 shares of Series A Preferred Stock for cancellation, and the Company agreed to issue an aggregate 596,808 shares of Class B common stock in exchange.
The issuance was conducted as an exempt transaction under Section 3(a)(9) of the Securities Act, which permits exchanges of securities with existing holders. The Company describes the agreements in Item 1.01 and incorporates them by reference in Item 3.02. A form of the exchange agreement is filed as Exhibit 10.1.
Classover Holdings, Inc. reported continued operating losses and multiple financing transactions following its business combination with BFAC on April 4, 2025. The company recorded losses of $3,866,169 for the three months ended June 30, 2025 and $4,163,376 for the six months ended June 30, 2025, and states these continuing losses raise substantial doubt about its ability to continue as a going concern. The company received $1,075,936 from BFAC’s trust at closing and an aggregate of $4,700,000 from PIPE investors. It entered an equity purchase facility (FPFA) for up to $400,000,000 and a Securities Purchase Agreement to potentially issue up to $500,000,000 in senior secured convertible notes, with an initial notes closing of $11,000,000 on June 6, 2025. The company completed an acquisition with total consideration of approximately $5,775,000 and issued equity-based compensation totaling 920,000 shares to employees and advisors. Management believes available cash, the FPFA, and notes capacity are sufficient to meet obligations for the next twelve months.
Classover Holdings, Inc. reports that it has amended the timing requirements in its registration rights arrangements related to senior secured convertible notes held by Solana Growth Ventures LLC. The company and SGV first extended the original deadlines in July 2025, lengthening the time allowed to file and obtain effectiveness of a registration statement for the underlying securities. On September 16, 2025, they entered into a second waiver agreement that further extends the Filing Deadline to October 31, 2025 and the Effectiveness Deadline to December 31, 2025. These changes give the company additional time to complete the registration process for the securities tied to the notes while keeping the existing financing structure in place.