Aristeia discloses 4.45% Classover warrant stake

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.

Accepted by SEC EDGAR 02/17/2026 - 09:53 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Classover Holdings (KIDZ) does Aristeia Capital report?

Aristeia Capital reports beneficial ownership of 1,128,651 redeemable warrants, representing about 4.45% of the class. Each whole warrant is exercisable for one Class B common share, giving Aristeia a meaningful but non‑controlling economic interest in Classover’s warrant class.

What securities of Classover Holdings (KIDZ) are covered in this Schedule 13G/A?

The filing covers redeemable warrants, each whole warrant exercisable for one share of Class B common stock at an exercise price of $11.50 per share. These warrants give Aristeia potential future equity exposure rather than current ownership of common shares.

How did Aristeia Capital calculate its 4.45% position in KIDZ warrants?

Aristeia calculated its 4.45% ownership by dividing 1,128,651 warrants by 25,334,976 total securities. That total consists of 24,206,325 shares outstanding as of December 5, 2025, reported in a DEF 14A, plus the number of warrants held.

Does Aristeia Capital seek to influence control of Classover Holdings (KIDZ)?

Aristeia states the warrants were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover. The filing also notes the position is not part of any control‑oriented transaction.

Why is this Schedule 13G/A filing for Classover Holdings (KIDZ) labeled Amendment No. 1?

The document is marked Amendment No. 1, indicating an update to a prior Schedule 13G for the same securities. This amendment refreshes Aristeia Capital’s reported beneficial ownership, voting and dispositive power, and percentage of class in Classover’s redeemable warrants.

What voting and dispositive power does Aristeia report over KIDZ warrants?

Aristeia reports sole voting power over 1,128,651 warrants and sole dispositive power over the same amount, with zero shared voting or dispositive power. This means decisions on how to vote and whether to sell these warrants rest solely with Aristeia Capital.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Classover Holdings, Inc.

(Name of Issuer)

Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share

(Title of Class of Securities)

182744102

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 182744102

1

Names of Reporting Persons

Aristeia Capital, L.L.C.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,128,651.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,128,651.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,128,651.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.45 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Classover Holdings, Inc.
(b)	Address of issuer's principal executive offices: 450 7th Avenue, Suite 905, New York, New York 10123
Item 2.
(a)	Name of person filing: Aristeia Capital, L.L.C.
(b)	Address or principal business office or, if none, residence: One Greenwich Plaza, Suite 300, Greenwich, CT 06830
(c)	Citizenship: Delaware
(d)	Title of class of securities: Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $11.50 per share
(e)	CUSIP No.: 182744102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,128,651 The Reporting Person may be deemed to be the beneficial owner of 1,128,651 Warrants, each whole warrant exercisable for one share of Class B Common Stock at an exercise price of $11.50 per share (the "Warrants"), which is approximately 4.45% of the outstanding shares. This percentage was determined by dividing 1,128,651 by 25,334,976, which is the sum of (i) 24,206,325, which is the number of shares outstanding as of December 5, 2025, as reported in the Issuer's DEF 14A, filed with the SEC on December 10, 2025 and (ii) the number of Warrants.
(b)	Percent of class: 4.45%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,128,651
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,128,651
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Aristeia Capital, L.L.C.

Signature:	/s/ Andrew B. David
Name/Title:	Andrew B. David / Chief Operating Officer, Aristeia Capital, L.L.C.
Date:	02/17/2026