[SCHEDULE 13G/A] Classover Holdings, Inc. Amended Passive Investment Disclosure
Goldman Sachs discloses 3.7% Classover stake
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).
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.
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FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Goldman Sachs hold in Classover Holdings Inc. (KIDZ)?
Goldman Sachs reports beneficial ownership of 927,831 Class B shares, equal to 3.7% of Classover’s outstanding class. This ownership is reported jointly by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC in an amended Schedule 13G filing.
What type of filing did Goldman Sachs submit for Classover (KIDZ)?
Goldman Sachs filed Amendment No. 1 to a Schedule 13G for Classover Holdings Inc. This form is used to report beneficial ownership when securities are held in the ordinary course of business, without the purpose of changing or influencing control of the issuer.
How is voting power over Classover (KIDZ) shares structured for Goldman Sachs?
Goldman Sachs reports shared voting power over 927,831 Class B shares and no sole voting power. They also report shared dispositive power over the same number of shares, indicating decisions are made jointly rather than by a single reporting entity alone.
Why does the Classover (KIDZ) filing mention ownership of 5 percent or less?
The filing states that Goldman Sachs’ beneficial ownership represents 3.7% of the Class B common stock. Item 5 confirms that they hold 5 percent or less of the class, which affects ongoing reporting thresholds and disclosure obligations under beneficial ownership rules.
Who signed the Goldman Sachs Schedule 13G/A for Classover (KIDZ) and when?
The filing was signed by Veronica Mupazviriwo as attorney-in-fact for both reporting entities. Signature blocks show execution on 01/06/2026, covering the ownership position as of the event date of 12/31/2025 stated in the document.
Which Goldman Sachs entities are involved in the Classover (KIDZ) ownership?
The reporting persons are The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. Goldman Sachs & Co. LLC, a registered broker-dealer and investment adviser, is a subsidiary of The Goldman Sachs Group, Inc., which reports as a parent holding company in this filing.
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)
Class B Common Stock, par value $0.0001 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
THE GOLDMAN SACHS GROUP, INC.
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
0.00
6
Shared Voting Power
927,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
927,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
927,831.00
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)
3.7 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
CUSIP No.
182744102
1
Names of Reporting Persons
GOLDMAN SACHS & CO. LLC
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
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
927,831.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
927,831.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
927,831.00
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)
3.7 %
12
Type of Reporting Person (See Instructions)
BD, OO, IA
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, X1, 10123
Item 2.
(a)
Name of person filing:
THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)
Address or principal business office or, if none, residence:
The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)
Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(d)
Title of class of securities:
Class B Common Stock, par value $0.0001 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:
See the response(s) to Item 9 on the attached cover page(s).
(b)
Percent of class:
See the response(s)to Item 11 on the attached cover page(s).
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response(s) to Item 5 on the attached cover page(s).
(ii) Shared power to vote or to direct the vote:
See the response(s) to Item 6 on the attached cover page(s).
(iii) Sole power to dispose or to direct the disposition of:
See the response(s) to Item 7 on the attached cover page(s).
(iv) Shared power to dispose or to direct the disposition of:
See the response(s) to Item 8 on the attached cover page(s).
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit (99.2)
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.
THE GOLDMAN SACHS GROUP, INC.
Signature:
Name: Veronica Mupazviriwo
Name/Title:
Attorney-in-fact
Date:
01/06/2026
GOLDMAN SACHS & CO. LLC
Signature:
Name: Veronica Mupazviriwo
Name/Title:
Attorney-in-fact
Date:
01/06/2026
Exhibit Information
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Class B Common Stock, par value $0.0001 per share, of CLASSOVER HOLDINGS INC
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.
Date: 01/06/2026
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Veronica Mupazviriwo
----------------------------------------
Name: Veronica Mupazviriwo
Title: Attorney-in-fact
GOLDMAN SACHS & CO. LLC
By:/s/ Veronica Mupazviriwo
----------------------------------------
Name: Veronica Mupazviriwo
Title: Attorney-in-fact
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The Goldman Sachs Group, Inc.
("GS Group"), as a parent holding company, are owned, or may be deemed to be
beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or
dealer registered under Section 15 of the Act and an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940. Goldman
Sachs is a subsidiary of GS Group.
EXHIBIT (99.3)
ITEM 4 INFORMATION
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and
affiliates (collectively, "GSG"). This filing does not reflect securities, if
any, beneficially owned by any operating units of GSG whose ownership of
securities is disaggregated from that of the Goldman Sachs Reporting Units in
accordance with the Release. The Goldman Sachs Reporting Units disclaim
beneficial ownership of the securities beneficially owned by (i) any client
accounts with respect to which the Goldman Sachs Reporting Units or their
employees have voting or investment discretion or both, or with respect to
which there are limits on their voting or investment authority or both and
(ii) certain investment entities of which the Goldman Sachs Reporting Units
act as the general partner, managing general partner or other manager, to the
extent interests in such entities are held by persons other than the Goldman
Sachs Reporting Units.
