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Classover Holdings, Inc. filings document material events for an AI-driven K-12 education technology company with Nasdaq-listed KIDZ and KIDZW securities. Recent Form 8-K reports cover Nasdaq listing compliance, share-structure actions, equity incentive and warrant adjustments, and board-authorized capital allocation programs.
The filing record also includes disclosures on the termination of an equity purchase facility, the end of a Solana-focused digital asset treasury strategy, share repurchase authorization for Class B common stock, and related governance decisions by the board of directors. These filings frame the company's capital structure and public-company compliance alongside its AI education business.
KIDZ AI Inc. reported results from its annual shareholder meeting. Stockholders approved increasing authorized Class B common stock to 2,500,000,000 shares and the potential issuance of Class B shares under an Exchange Agreement with Solana Growth Ventures LLC. They also approved a reverse stock split for Class A and Class B shares at a ratio from 1-for-2 to 1-for-50, to be implemented at the board’s discretion. Shareholders authorized the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo at 150% of the prevailing Class B market price. Five directors, including Hui Luo, were elected to serve until the next annual meeting. The company filed a Certificate of Amendment in Nevada to effect the increase in authorized Class B shares.
KIDZ AI Inc. reported results from its annual shareholder meeting. Stockholders approved increasing authorized Class B common stock to 2,500,000,000 shares and the potential issuance of Class B shares under an Exchange Agreement with Solana Growth Ventures LLC. They also approved a reverse stock split for Class A and Class B shares at a ratio from 1-for-2 to 1-for-50, to be implemented at the board’s discretion. Shareholders authorized the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo at 150% of the prevailing Class B market price. Five directors, including Hui Luo, were elected to serve until the next annual meeting. The company filed a Certificate of Amendment in Nevada to effect the increase in authorized Class B shares.
KIDZ AI Inc. amends its Prospectus Supplement to add an at-the-market (ATM) sales agreement with Chardan Capital Markets for up to $12,455,000 of Class B common stock. Sales may occur on Nasdaq or through other permitted methods; Chardan will act as sales agent for a 3.0% commission and will be deemed an underwriter. The filing cites a public float calculation using 11,090,259 shares held by non-affiliates and an aggregate market value of $37,374,172.83.
KIDZ AI Inc. amends its Prospectus Supplement to add an at-the-market (ATM) sales agreement with Chardan Capital Markets for up to $12,455,000 of Class B common stock. Sales may occur on Nasdaq or through other permitted methods; Chardan will act as sales agent for a 3.0% commission and will be deemed an underwriter. The filing cites a public float calculation using 11,090,259 shares held by non-affiliates and an aggregate market value of $37,374,172.83.
KIDZ AI Inc. plans a 1-for-10 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on June 8, 2026. The Class B shares will continue trading on Nasdaq under the symbol KIDZ on a split-adjusted basis that day.
The reverse split is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement. Authorized Class A shares will change from 1,000,000 to 100,000, and authorized Class B shares from 40,000,000 to 4,000,000. Outstanding Class A shares as of June 4, 2026 will move from 130,701 to 13,071, and Class B from 11,134,459 to 1,113,446.
Equity incentive plan share pools, option and warrant share counts, and conversion rates on convertible securities will all be reduced or adjusted proportionally, while exercise and conversion prices will be increased accordingly. Fractional shares will not be issued; any fractional amounts will be rounded up to the nearest whole share.
KIDZ AI Inc. plans a 1-for-10 reverse stock split of its Class A and Class B common stock, effective at 12:01 a.m. Eastern Time on June 8, 2026. The Class B shares will continue trading on Nasdaq under the symbol KIDZ on a split-adjusted basis that day.
The reverse split is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement. Authorized Class A shares will change from 1,000,000 to 100,000, and authorized Class B shares from 40,000,000 to 4,000,000. Outstanding Class A shares as of June 4, 2026 will move from 130,701 to 13,071, and Class B from 11,134,459 to 1,113,446.
Equity incentive plan share pools, option and warrant share counts, and conversion rates on convertible securities will all be reduced or adjusted proportionally, while exercise and conversion prices will be increased accordingly. Fractional shares will not be issued; any fractional amounts will be rounded up to the nearest whole share.
KIDZ AI Inc. announced a strategic shift in its digital asset treasury, moving away from Solana-focused exposure toward the Hyperliquid ecosystem and yield-bearing U.S. dollar-pegged stablecoin strategies. Management aims to align treasury assets with platforms they view as having stronger liquidity, on-chain activity, and infrastructure relevance.
The company plans to phase out Solana exposure over time, reallocating into Hyperliquid-related assets and stablecoin yield approaches to balance upside potential with liquidity management and capital preservation. KIDZ AI states that any future purchases, sales, or reallocations will depend on market conditions and regulatory and policy considerations, while its core focus remains AI-powered education and related infrastructure.
KIDZ AI Inc. announced a strategic shift in its digital asset treasury, moving away from Solana-focused exposure toward the Hyperliquid ecosystem and yield-bearing U.S. dollar-pegged stablecoin strategies. Management aims to align treasury assets with platforms they view as having stronger liquidity, on-chain activity, and infrastructure relevance.
The company plans to phase out Solana exposure over time, reallocating into Hyperliquid-related assets and stablecoin yield approaches to balance upside potential with liquidity management and capital preservation. KIDZ AI states that any future purchases, sales, or reallocations will depend on market conditions and regulatory and policy considerations, while its core focus remains AI-powered education and related infrastructure.
KIDZ AI Inc. amended its previously announced secured convertible financing facility of up to $500 million, expanding the permitted use of proceeds beyond education to a wider range of AI-related initiatives. The broader mandate now covers acquisitions, strategic investments, partnerships, working capital, infrastructure development, and international expansion across AI, data centers, robotics, and other high-growth technology sectors.
At the same time as the amendment, the company sold an additional $600,000 of notes under the facility. Management frames this as part of KIDZ AI’s transformation into an AI-native technology and infrastructure platform, targeting areas such as GPU cloud computing, NeoCloud and GPU-as-a-Service, intelligent robotics, and AI-powered tutoring systems that support K-12 students, educators, and families.
KIDZ AI Inc. amended its previously announced secured convertible financing facility of up to $500 million, expanding the permitted use of proceeds beyond education to a wider range of AI-related initiatives. The broader mandate now covers acquisitions, strategic investments, partnerships, working capital, infrastructure development, and international expansion across AI, data centers, robotics, and other high-growth technology sectors.
At the same time as the amendment, the company sold an additional $600,000 of notes under the facility. Management frames this as part of KIDZ AI’s transformation into an AI-native technology and infrastructure platform, targeting areas such as GPU cloud computing, NeoCloud and GPU-as-a-Service, intelligent robotics, and AI-powered tutoring systems that support K-12 students, educators, and families.
Classover Holdings entered into an equity purchase facility agreement with Chardan Capital Markets, allowing the company to sell up to $100 million of Class B common stock, subject to stockholder approval and other conditions. The company plans to use this flexible financing to fund expansion beyond education technology into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems.
Classover aims to build AI compute infrastructure, NeoCloud-based cloud services, and data center and strategic investment partnerships, and intends to rebrand as “KIDZ AI Inc.” to reflect this broader AI infrastructure focus. Management describes this as a strategic move to position the company within the AI infrastructure value chain as demand for high-performance computing continues to grow.
Classover Holdings entered into an equity purchase facility agreement with Chardan Capital Markets, allowing the company to sell up to $100 million of Class B common stock, subject to stockholder approval and other conditions. The company plans to use this flexible financing to fund expansion beyond education technology into AI core compute infrastructure, high-performance GPU cloud platforms, and data center ecosystems.
Classover aims to build AI compute infrastructure, NeoCloud-based cloud services, and data center and strategic investment partnerships, and intends to rebrand as “KIDZ AI Inc.” to reflect this broader AI infrastructure focus. Management describes this as a strategic move to position the company within the AI infrastructure value chain as demand for high-performance computing continues to grow.
Classover Holdings reported a sharply wider loss for the quarter ended March 31, 2026. Revenue fell to $519,198 from $816,016 a year earlier, though gross margin stayed at 50%. Operating loss increased to $894,815, driven mainly by higher general and administrative expenses.
Net loss expanded to $4,187,534, largely due to fair value losses on crypto assets of $2,444,670, a $860,631 loss on convertible notes, and a $77,625 increase in warrant liabilities. Cash was $2,116,631 with a working capital deficit of $125,316. Management disclosed substantial doubt about going concern but points to existing cash, equity from prior SPAC and PIPE transactions, and remaining capacity under senior secured convertible notes as mitigation.
Classover Holdings reported a sharply wider loss for the quarter ended March 31, 2026. Revenue fell to $519,198 from $816,016 a year earlier, though gross margin stayed at 50%. Operating loss increased to $894,815, driven mainly by higher general and administrative expenses.
Net loss expanded to $4,187,534, largely due to fair value losses on crypto assets of $2,444,670, a $860,631 loss on convertible notes, and a $77,625 increase in warrant liabilities. Cash was $2,116,631 with a working capital deficit of $125,316. Management disclosed substantial doubt about going concern but points to existing cash, equity from prior SPAC and PIPE transactions, and remaining capacity under senior secured convertible notes as mitigation.
Classover Holdings, Inc. ownership update: Highbridge Capital Management, LLC reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class, assuming exercise of warrants. The percentage is calculated using 1,174,718 shares outstanding as of March 31, 2026, per the issuer's Form 10-K.
The filing states these shares are directly held by Highbridge-managed funds and that the statement is not an admission that Highbridge is the beneficial owner for Section 13 purposes.
Classover Holdings, Inc. ownership update: Highbridge Capital Management, LLC reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class, assuming exercise of warrants. The percentage is calculated using 1,174,718 shares outstanding as of March 31, 2026, per the issuer's Form 10-K.
The filing states these shares are directly held by Highbridge-managed funds and that the statement is not an admission that Highbridge is the beneficial owner for Section 13 purposes.
Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC, allowing the company to sell, from time to time, up to $9,115,000 of its Class B common stock through the agent as an at-the-market offering under Rule 415.
The company is not obligated to sell any shares and may suspend offers or terminate the agreement, and either party can end it on five business days’ notice. Chardan will receive a 3.0% commission on gross sales, plus capped legal fee reimbursements. Sales will be made under an effective Form S-3 shelf registration statement and a related prospectus supplement, with net proceeds intended for working capital and general corporate purposes.
Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC, allowing the company to sell, from time to time, up to $9,115,000 of its Class B common stock through the agent as an at-the-market offering under Rule 415.
The company is not obligated to sell any shares and may suspend offers or terminate the agreement, and either party can end it on five business days’ notice. Chardan will receive a 3.0% commission on gross sales, plus capped legal fee reimbursements. Sales will be made under an effective Form S-3 shelf registration statement and a related prospectus supplement, with net proceeds intended for working capital and general corporate purposes.
Classover Holdings, Inc. is offering up to $9,115,000 of Class B common stock in an at-the-market sales arrangement with Chardan Capital Markets LLC dated May 14, 2026. The offering permits sales from time to time on Nasdaq or in other permitted transactions at prevailing market prices.
The sales agent commission is 3.0%. The prospectus supplement states a last reported sale price of $0.5346 per share on May 11, 2026, and reports 7,813,359 shares outstanding as of May 11, 2026 for common stock.
Classover Holdings, Inc. is offering up to $9,115,000 of Class B common stock in an at-the-market sales arrangement with Chardan Capital Markets LLC dated May 14, 2026. The offering permits sales from time to time on Nasdaq or in other permitted transactions at prevailing market prices.
The sales agent commission is 3.0%. The prospectus supplement states a last reported sale price of $0.5346 per share on May 11, 2026, and reports 7,813,359 shares outstanding as of May 11, 2026 for common stock.