KIDZ AI INC SEC Filings

Classover Holdings is asking stockholders to approve several major capital and governance changes at its June 4, 2026 virtual annual meeting. The board seeks to amend the charter to boost authorized Class B common shares from 40,000,000 to 2,500,000,000, approve Nasdaq-related issuance of Class B shares on conversion of Series C preferred under an Exchange Agreement, and authorize a reverse stock split of all Class A and Class B shares at a ratio between 1‑for‑2 and 1‑for‑50 to help support Nasdaq listing requirements. Stockholders are also asked to approve the future sale of up to 5,000,000 additional super‑voting Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and to elect five directors. As of the May 8, 2026 record date, 130,701 Class A shares, 6,787,870 Class B shares and 522,801 Series A preferred shares were outstanding, with the Majority Holders controlling about 32.9% of voting power and indicating support for most proposals.

Classover Holdings, Inc. filed a shelf registration statement to offer up to $200,000,000 of Class B common stock, preferred stock, warrants, debt securities and units, to be sold from time to time in one or more offerings. The prospectus states that specific terms, including price and distribution methods, will be set in prospectus supplements.

The filing discloses shares outstanding of 130,701 Class A and 6,649,844 Class B common stock as of April 29, 2026, an existing 17,250,000 Public Warrants outstanding, and an initial $11,000,000 issuance under a $500,000,000 Note Purchase Agreement with conversion features. Proceeds are for working capital and general corporate purposes.

Classover Holdings, Inc. filed a shelf registration statement to offer up to $200,000,000 of Class B common stock, preferred stock, warrants, debt securities and units, to be sold from time to time in one or more offerings. The prospectus states that specific terms, including price and distribution methods, will be set in prospectus supplements.

The filing discloses shares outstanding of 130,701 Class A and 6,649,844 Class B common stock as of April 29, 2026, an existing 17,250,000 Public Warrants outstanding, and an initial $11,000,000 issuance under a $500,000,000 Note Purchase Agreement with conversion features. Proceeds are for working capital and general corporate purposes.

BlackRock, Inc. reported beneficial ownership of 87,463 Class B shares (8.0%) of Classover Holdings Inc. The filing states BlackRock has sole voting and sole dispositive power over the 87,463 shares. The Schedule 13G was signed on 04/27/2026.

BlackRock, Inc. reported beneficial ownership of 87,463 Class B shares (8.0%) of Classover Holdings Inc. The filing states BlackRock has sole voting and sole dispositive power over the 87,463 shares. The Schedule 13G was signed on 04/27/2026.

Classover Holdings, Inc. files its annual report describing a K‑12 online tutoring and enrichment platform delivered through proprietary, AI‑enabled technology and small interactive classes. The company highlights rapid expansion of course offerings, strong customer retention and a scalable, asset‑light teacher marketplace model.

Classover details a Solana‑centric digital asset treasury strategy, including acquisition and staking of Solana tokens through custodians such as BitGo and validators like Figment and Everstake. It also outlines an $11 million issuance of senior secured convertible notes, largely earmarked for digital assets, and discloses substantial doubt about its ability to continue as a going concern.

Classover Holdings, Inc. files its annual report describing a K‑12 online tutoring and enrichment platform delivered through proprietary, AI‑enabled technology and small interactive classes. The company highlights rapid expansion of course offerings, strong customer retention and a scalable, asset‑light teacher marketplace model.

Classover details a Solana‑centric digital asset treasury strategy, including acquisition and staking of Solana tokens through custodians such as BitGo and validators like Figment and Everstake. It also outlines an $11 million issuance of senior secured convertible notes, largely earmarked for digital assets, and discloses substantial doubt about its ability to continue as a going concern.

Classover Holdings Inc. has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company that its Class B common stock has closed at or above $1.00 per share for 12 consecutive business days, exceeding the required 10-day threshold under Nasdaq Listing Rule 5550(a)(2).

The company previously fell out of compliance after its stock traded below $1.00 for 30 consecutive business days. Classover believes restored compliance removes uncertainty around its Nasdaq listing and strengthens its position to pursue its AI-driven K-12 education strategy and long-term initiatives.

Classover Holdings Inc. has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company that its Class B common stock has closed at or above $1.00 per share for 12 consecutive business days, exceeding the required 10-day threshold under Nasdaq Listing Rule 5550(a)(2).

The company previously fell out of compliance after its stock traded below $1.00 for 30 consecutive business days. Classover believes restored compliance removes uncertainty around its Nasdaq listing and strengthens its position to pursue its AI-driven K-12 education strategy and long-term initiatives.

Classover Holdings Inc. is implementing a 1-for-50 reverse stock split of its Class A and Class B common stock. The split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time, with Class B shares trading on a split-adjusted basis on March 10, 2026 under the symbol KIDZ.

The company is also reducing authorized Class A shares from 50,000,000 to 1,000,000 and authorized Class B shares from 2,000,000,000 to 40,000,000. Based on shares outstanding as of March 4, 2026, Class A shares will decline from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. Equity incentive pool, warrants and convertible securities will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement.

Classover Holdings Inc. is implementing a 1-for-50 reverse stock split of its Class A and Class B common stock. The split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time, with Class B shares trading on a split-adjusted basis on March 10, 2026 under the symbol KIDZ.

The company is also reducing authorized Class A shares from 50,000,000 to 1,000,000 and authorized Class B shares from 2,000,000,000 to 40,000,000. Based on shares outstanding as of March 4, 2026, Class A shares will decline from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. Equity incentive pool, warrants and convertible securities will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement.

Classover Holdings Inc. is terminating its $400 million Equity Purchase Facility Agreement with Solana Strategic Holdings, ending its Solana-focused digital asset treasury strategy after the Board decided it is no longer an accretive use of capital under current market conditions.

The move removes the risk of significant share dilution and frees capital to focus on artificial intelligence, AI agents, and robotics, which the Board now views as the main engines of long-term growth and shareholder value. Classover reports a healthy balance sheet with no imminent liquidity needs and is retaining its existing Solana holdings and staking yields for now, to be evaluated and potentially divested over time with proceeds reinvested into core AI and robotics initiatives.

Classover Holdings Inc. is terminating its $400 million Equity Purchase Facility Agreement with Solana Strategic Holdings, ending its Solana-focused digital asset treasury strategy after the Board decided it is no longer an accretive use of capital under current market conditions.

The move removes the risk of significant share dilution and frees capital to focus on artificial intelligence, AI agents, and robotics, which the Board now views as the main engines of long-term growth and shareholder value. Classover reports a healthy balance sheet with no imminent liquidity needs and is retaining its existing Solana holdings and staking yields for now, to be evaluated and potentially divested over time with proceeds reinvested into core AI and robotics initiatives.

Highbridge Capital Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 2,203,785 shares of Class B Common Stock of Classover Holdings, Inc., equal to 8.4% of the class. This includes 2,177,084 shares issuable upon exercise of warrants, based on 24,206,325 shares outstanding as of December 5, 2025.

The shares are held through certain Highbridge funds, including Highbridge Tactical Credit Master Fund, L.P., which has rights over more than 5% of the class. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Highbridge Capital Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 2,203,785 shares of Class B Common Stock of Classover Holdings, Inc., equal to 8.4% of the class. This includes 2,177,084 shares issuable upon exercise of warrants, based on 24,206,325 shares outstanding as of December 5, 2025.

The shares are held through certain Highbridge funds, including Highbridge Tactical Credit Master Fund, L.P., which has rights over more than 5% of the class. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Classover Holdings, Inc. (KIDZ) received an amended Schedule 13G from Aristeia Capital, L.L.C. reporting a 4.45% beneficial stake in its redeemable warrants. Aristeia reports beneficial ownership of 1,128,651 warrants, each exercisable for one share of Class B common stock at an exercise price of $11.50 per share.

This percentage is based on 25,334,976 securities, which includes 24,206,325 shares outstanding as of December 5, 2025, as reported in a DEF 14A, plus the warrants. Aristeia states 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.

Classover Holdings, Inc. (KIDZ) received an amended Schedule 13G from Aristeia Capital, L.L.C. reporting a 4.45% beneficial stake in its redeemable warrants. Aristeia reports beneficial ownership of 1,128,651 warrants, each exercisable for one share of Class B common stock at an exercise price of $11.50 per share.

This percentage is based on 25,334,976 securities, which includes 24,206,325 shares outstanding as of December 5, 2025, as reported in a DEF 14A, plus the warrants. Aristeia states 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.

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.

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.