Classover (KIDZ) CEO Luo Hui receives 1M Class B common shares

Rhea-AI Filing Summary

Classover Holdings, Inc. CEO and director Luo Hui, who is also a 10% owner, acquired 1,000,000 shares of Class B common stock on January 21, 2026. The shares were reported at a price of $0 per share, indicating a no-cash acquisition such as an award or similar transfer. After this transaction, Luo Hui directly beneficially owns 1,000,000 Class B shares of Classover Holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Luo Hui

(Last) (First) (Middle)

C/O CLASSOVER HOLDINGS, INC.

450 7TH AVENUE

(Street)

NEW YORK NY 10123

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Classover Holdings, Inc. [ KIDZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	01/21/2026		A		1,000,000	A	$0	1,000,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Hui Luo	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Classover (KIDZ) report in this Form 4?

The filing reports that Luo Hui acquired 1,000,000 shares of Class B common stock of Classover Holdings, Inc. on January 21, 2026.

At what price did Luo Hui acquire Classover (KIDZ) Class B shares?

The 1,000,000 Class B common shares were reported as acquired at a price of $0 per share.

How many Classover (KIDZ) shares does Luo Hui own after this transaction?

Following the reported acquisition, Luo Hui beneficially owns 1,000,000 shares of Classover Holdings, Inc. Class B common stock, held directly.

What is Luo Hui’s role at Classover Holdings (KIDZ)?

Luo Hui is reported as a director, CEO, and a 10% owner of Classover Holdings, Inc.

Is the Classover (KIDZ) insider ownership direct or indirect in this filing?

The Form 4 shows the 1,000,000 Class B common shares as directly owned by Luo Hui, with no indirect ownership nature specified.