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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., an education technology company focused on EdTech, AI infrastructure and GPU compute, authorized a 50% expansion of its existing share repurchase program, raising the maximum amount available for buybacks from $2.0 million to up to $3.0 million.
The board states the program is intended to enhance shareholder value and signal confidence in long-term growth. Repurchases may occur via open-market purchases, block trades or other methods in compliance with Rule 10b-18, but remain entirely at management’s discretion.
The company is not obligated to repurchase any specific number of shares, and the program may be modified, suspended or terminated at any time. The disclosure also outlines extensive forward-looking risks, including execution of its business model, GPU availability for its Canopy Wave agreement, Nasdaq listing continuity and volatility and regulation of crypto assets.
KIDZ AI Inc. describes management’s view that its share price does not reflect its cash and contracted GPU business. As of July 24, 2026, unaudited internal estimates show net cash of approximately $13.7 million, or $1.25 per share, versus a closing price of $0.4191 and a market capitalization of approximately $4.6 million, so net cash is about 3x equity value.
The company has begun open‑market repurchases under a $2.0 million authorization and plans to seek board approval to increase this to $3.0 million, subject to conditions. It also references a 60‑month GPU compute services agreement with $44.6 million in aggregate contracted service fees and currently expects GPU‑related revenue to start in the fourth quarter of 2026. Figures are preliminary, unaudited, and “net cash position” is a non‑GAAP liquidity measure.
KIDZ AI Inc. entered into a definitive 60‑month enterprise AI compute services agreement with Canopy Wave, Inc. with an aggregate contract value of $44.6 million. The arrangement is expected to involve GPU compute leasing and is subject to KIDZ AI’s subsidiary placing a non‑cancellable order for the required GPU servers.
Through its subsidiary Catalyst Compute LLC, KIDZ AI plans to deploy a dedicated cluster of 256 NVIDIA HGX B300 GPUs across 32 specialized GPU nodes, each with dual Intel Xeon 6776P processors, 4TB of DDR5 memory, and 800Gb/s InfiniBand. The company presents this as part of a differentiated “neocloud” model focused on long‑term contracted demand and cost‑efficient inference on open‑weight frontier AI models in partnership with Canopy Wave.
KIDZ AI Inc. is registering the resale by Chardan Capital Markets of up to 151,112,186 shares of Class B common stock. These shares may be issued under a ChEF Purchase Agreement, an equity facility under which KIDZ AI may sell up to $100.0 million of new stock to Chardan at a 4% discount to VWAP.
The company will not receive proceeds from Chardan’s resales, but would receive cash from any primary issuances to Chardan, which are expected to fund working capital and general corporate purposes. Common stock outstanding was 2,055,159 shares as of July 14, 2026; this is a baseline figure, not the amount being offered.
The facility is constrained by Nasdaq’s 19.99% “Exchange Cap” on issuances and a Beneficial Ownership Cap initially at 4.99%, which Chardan can raise to 9.99% on notice. Disclosed risks include potential dilution, stock price pressure from large resales, significant share-price volatility and an ongoing need for additional capital.
KIDZ AI Inc. announced that it has won the 2026 EdTechX Award for the Americas, recognizing its work in AI-powered education. The company also unveiled KIDZBot, an AI-native robotics learning platform designed for the emerging Physical AI education era, with commercial rollout expected in the second half of 2026.
KIDZBot is described as a full robotics learning ecosystem that links physical robots, AI-powered curriculum, coding tools, learning data, and concepts such as memory, reasoning, prompts, tokens, and sensor-based feedback. It targets classrooms, learning centers, camps, families, and school partners, and is positioned as a long-term growth pillar in KIDZ AI’s broader AI-native education infrastructure strategy.
KIDZ AI Inc. Chief Executive Officer Hui Luo reports beneficial ownership of 2,210,884 shares of Class B Common Stock, representing 58.4% of the class on an as-converted basis. This stake includes 13,071 shares of Class A Common Stock convertible into Class B, 2,000 Class B shares, and 522,801 shares of Series A Preferred Stock convertible within 60 days into 2,195,813 Class B shares, all over which Luo has sole voting and dispositive power. The amendment does not change the previously disclosed purpose of the holdings, funding sources, or related contractual arrangements.
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. 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.