Polar Asset Management reports 4.6% Classover stake

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.

Rhea-AI Filing Summary

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.

FAQ

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

What ownership stake does Polar Asset Management report in Classover Holdings (KIDZ)?

Polar Asset Management reports beneficial ownership of 1,023,374 Class B shares, representing 4.6% of Classover Holdings’ outstanding Class B common stock. This figure includes both currently held shares and shares that could be obtained through warrant exercises.

How many Classover (KIDZ) shares reported by Polar are tied to warrants?

Of the 1,023,374 Class B shares reported, 785,874 are issuable upon exercising warrants. These warrant-linked shares are included in Polar’s beneficial ownership calculation and contribute to its disclosed 4.6% stake in Classover Holdings.

Does Polar Asset Management seek control of Classover Holdings (KIDZ) with this stake?

Polar states the securities were acquired and are held in the ordinary course of business, not to change or influence control of Classover. The filing explicitly disclaims any purpose or effect of participating in control-related transactions, other than limited proxy-related activities.

What type of securities in Classover Holdings (KIDZ) does Polar hold?

Polar reports beneficial ownership in Class B common stock of Classover Holdings, with a par value of $0.0001 per share. The position consists of existing Class B shares and additional Class B shares that may be issued upon exercising outstanding warrants.

Where is Polar Asset Management, the Classover (KIDZ) reporting holder, based?

Polar Asset Management Partners Inc. is organized under the laws of Ontario, Canada, with its principal business office at 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6. It serves as investment adviser to the fund that directly holds the shares.

What is the significance of Polar’s 4.6% Classover (KIDZ) holding falling below 5%?

The filing notes ownership of 5 percent or less of the class, corresponding to a 4.6% stake. Crossing below the 5% threshold changes certain reporting obligations, and the Schedule 13G/A amendment updates Polar’s disclosed beneficial ownership level accordingly.

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Accepted by SEC EDGAR 02/17/2026 - 09:18 AM Learn about SEC filing dates

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

Polar Asset Management Partners 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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,023,374.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,023,374.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,023,374.00

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)

4.6 %

12

Type of Reporting Person (See Instructions)

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, New York 10123
Item 2.
(a)	Name of person filing: This statement is filed by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") with respect to the shares directly held by PMSMF.
(b)	Address or principal business office or, if none, residence: 16 York Street, Suite 2900, Toronto, Ontario, M5J 0E6
(c)	Citizenship: Canada
(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).
	The Reporting Person is an investment fund manager, portfolio manager, exempt market dealer and commodity trading manager registered with the Ontario Securities Commission.
Item 4.	Ownership
(a)	Amount beneficially owned: 1,023,374 (including 785,874 shares issuable upon exercising the warrants)
(b)	Percent of class: 4.6 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,023,374 (including 785,874 shares issuable upon exercising the warrants)
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,023,374 (including 785,874 shares issuable upon exercising the warrants)
	(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.

Polar Asset Management Partners Inc.

Signature:	Andrew Ma
Name/Title:	Chief Compliance Officer
Date:	02/17/2026