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 implementing a 1-for-50 reverse stock split of its Class A and Class B common stock. The split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time, with Class B shares trading on a split-adjusted basis on March 10, 2026 under the symbol KIDZ.
The company is also reducing authorized Class A shares from 50,000,000 to 1,000,000 and authorized Class B shares from 2,000,000,000 to 40,000,000. Based on shares outstanding as of March 4, 2026, Class A shares will decline from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. Equity incentive pool, warrants and convertible securities will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement.
Classover Holdings Inc. is terminating its $400 million Equity Purchase Facility Agreement with Solana Strategic Holdings, ending its Solana-focused digital asset treasury strategy after the Board decided it is no longer an accretive use of capital under current market conditions.
The move removes the risk of significant share dilution and frees capital to focus on artificial intelligence, AI agents, and robotics, which the Board now views as the main engines of long-term growth and shareholder value. Classover reports a healthy balance sheet with no imminent liquidity needs and is retaining its existing Solana holdings and staking yields for now, to be evaluated and potentially divested over time with proceeds reinvested into core AI and robotics initiatives.
Highbridge Capital Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 2,203,785 shares of Class B Common Stock of Classover Holdings, Inc., equal to 8.4% of the class. This includes 2,177,084 shares issuable upon exercise of warrants, based on 24,206,325 shares outstanding as of December 5, 2025.
The shares are held through certain Highbridge funds, including Highbridge Tactical Credit Master Fund, L.P., which has rights over more than 5% of the class. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Classover Holdings, Inc. (KIDZ) received an amended Schedule 13G from Aristeia Capital, L.L.C. reporting a 4.45% beneficial stake in its redeemable warrants. Aristeia reports beneficial ownership of 1,128,651 warrants, each exercisable for one share of Class B common stock at an exercise price of $11.50 per share.
This percentage is based on 25,334,976 securities, which includes 24,206,325 shares outstanding as of December 5, 2025, as reported in a DEF 14A, plus the warrants. Aristeia states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover.
Polar Asset Management Partners Inc., an Ontario-based investment adviser, reported beneficial ownership of 1,023,374 shares of Classover Holdings, Inc. Class B common stock as of 12/31/2025, representing 4.6% of the class. This amount includes 785,874 shares issuable upon exercising warrants, over which Polar has sole voting and dispositive power.
Polar reports owning 5 percent or less of this class and certifies that the securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Classover.
Classover Holdings Inc. has authorized a share repurchase program of up to $2 million of its Class B common stock. The company plans to buy shares on the open market, through block trades, or other methods in line with securities rules.
The repurchases are expected to be funded from existing cash and future operating cash flows, with bought-back shares either held as treasury stock or cancelled. The board emphasizes flexibility, noting the program can be modified, suspended, or terminated, and that it reflects confidence in Classover’s long-term AI-driven edtech strategy.
The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC filed Amendment No. 1 to report their beneficial ownership of Classover Holdings Inc. (Class B common stock). They report beneficial ownership of 927,831 shares, representing 3.7% of the class.
The firms report shared voting and dispositive power over all 927,831 shares and no sole power. They state that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover Holdings Inc.
Classover Holdings, Inc. Chief Financial Officer Yanling Peng reported receiving 750,000 shares of Class B Common Stock on January 21, 2026. The transaction is coded as an acquisition at a stated price of $0 per share, indicating a grant or award rather than an open-market purchase. Following this transaction, Peng beneficially owns 1,210,000 Class B shares, held in direct ownership.
Classover Holdings, Inc. CEO and director Luo Hui, who is also a 10% owner, acquired 1,000,000 shares of Class B common stock on January 21, 2026. The shares were reported at a price of $0 per share, indicating a no-cash acquisition such as an award or similar transfer. After this transaction, Luo Hui directly beneficially owns 1,000,000 Class B shares of Classover Holdings.
Classover Holdings, Inc. has called a virtual special stockholder meeting on December 22, 2025 to vote on three major proposals. Stockholders are being asked to approve a redomestication that would move the company’s state of incorporation from Delaware to Nevada, a new 2025 Long-Term Incentive Equity Plan, and a reverse stock split of all outstanding Class A and Class B common shares at a ratio between 1‑for‑2 and 1‑for‑50, to be set by the board.
As of the December 5, 2025 record date, there were 6,535,014 Class A shares, 24,206,325 Class B shares and 522,801 Series A preferred shares outstanding. Because officers, directors and affiliates control about 87.1% of the voting power, the company states it does not need additional votes to pass the proposals, and the board unanimously recommends voting "FOR" each item.
The board expects the Nevada move to cut annual Delaware franchise taxes, citing an estimated Delaware burden of about $200,000 per year versus roughly $500 for a Nevada business license plus about $15,000 in annual list fees, and to provide broader statutory protections for directors and officers. The new incentive plan initially reserves 5,000,000 Class B shares and can automatically increase to 5% of outstanding Class B shares each time market capitalization reaches specified thresholds from $50 million up to $5.0 billion, giving management significant flexibility to grant equity awards.