KIDZ AI CEO reports 39.1% ownership stake in company

Hui Luo, Chief Executive Officer of KIDZ AI Inc., reports beneficial ownership of 8,283,314 shares of Class B Common Stock, representing 39.1% of that class.

Accepted by SEC EDGAR 08/07/2026 - 08:14 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hui Luo, Chief Executive Officer of KIDZ AI Inc., reports beneficial ownership of 8,283,314 shares of Class B Common Stock, representing 39.1% of that class. Luo has sole voting and dispositive power over all reported shares, with no shared control.

This stake consists of 2,000 shares of Class B Common Stock, 13,071 shares of Class A Common Stock convertible into an equal number of Class B shares, and 522,801 shares of Series A Preferred Stock convertible within 60 days into 8,268,243 Class B shares. The reported change results from applying a current conversion price of $0.6323 to the Series A Preferred Stock, rather than from new transactions.

Key Figures

Beneficial Ownership: 8,283,314 shares of Class B Common Stock Ownership Percentage: 39.1% Direct Class B Shares: 2,000 shares +4 more

7 metrics

Beneficial Ownership 8,283,314 shares of Class B Common Stock Total shares beneficially owned by Hui Luo

Ownership Percentage 39.1% Portion of outstanding Class B Common Stock represented by Hui Luo’s holdings

Direct Class B Shares 2,000 shares Class B Common Stock held directly by Hui Luo

Convertible Class A Shares 13,071 shares Class A Common Stock convertible into an equal number of Class B shares

Series A Preferred Shares 522,801 shares Series A Preferred Stock held by Hui Luo

Class B from Series A Conversion 8,268,243 shares Class B shares issuable within 60 days upon conversion of Series A Preferred Stock

Conversion Price $0.6323 Current conversion price applied to Series A Preferred Stock

Key Terms

beneficially owns, sole voting and dispositive power, Series A Preferred Stock, Rule 13d-3(d)(1)

4 terms

beneficially owns financial

"The Reporting Person beneficially owns 8,283,314 shares of Class B Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

sole voting and dispositive power financial

"The Reporting Person has sole voting and dispositive power over 8,283,314 shares"

Series A Preferred Stock financial

"522,801 shares of Series A Preferred Stock convertible within 60 days"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

Rule 13d-3(d)(1) regulatory

"Such shares represent approximately 39.1% ... calculated in accordance with Rule 13d-3(d)(1)"

FAQ

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

What percentage of KIDZ AI Inc. (KIDZ) does Hui Luo beneficially own?

Hui Luo beneficially owns 39.1% of KIDZ AI Inc.’s Class B Common Stock, totaling 8,283,314 shares. This percentage is calculated under Rule 13d-3(d)(1) and reflects shares issuable from convertible securities within 60 days.

How many KIDZ AI Inc. (KIDZ) shares does Hui Luo beneficially own and how is this stake composed?

Hui Luo beneficially owns 8,283,314 Class B shares, including 2,000 Class B shares, 13,071 Class A shares convertible one-for-one into Class B, and 522,801 Series A Preferred shares convertible within 60 days into 8,268,243 Class B shares.

Has Hui Luo recently traded KIDZ AI Inc. (KIDZ) Class B Common Stock?

No. Hui Luo has not effected any transactions in KIDZ AI Inc. Class B Common Stock since the prior amendment. The change in reported holdings comes from applying a current $0.6323 conversion price to the Series A Preferred Stock, not from new trades.

What voting and dispositive power does Hui Luo have over KIDZ AI Inc. (KIDZ) shares?

Hui Luo has sole voting and sole dispositive power over 8,283,314 shares of KIDZ AI Inc. Class B Common Stock. There is no shared voting or dispositive power, and no other person is entitled to dividends or sale proceeds from these securities to Luo’s knowledge.

What are the conversion terms of Hui Luo’s Series A Preferred Stock in KIDZ AI Inc. (KIDZ)?

Hui Luo holds 522,801 Series A Preferred shares, convertible within 60 days into 8,268,243 Class B shares. The updated beneficial ownership reflects applying a current conversion price of $0.6323 per share of underlying Class B Common Stock.

What position does Hui Luo hold at KIDZ AI Inc. (KIDZ)?

Hui Luo serves as Chief Executive Officer of KIDZ AI Inc. The company is identified as formerly known as Classover Holdings, Inc. and Class Over Inc., and its principal executive offices are located at 450 7th Avenue in New York, New York.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

KIDZ AI Inc.

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

182744300

(CUSIP Number)

Hui Luo
450 7th Avenue,
New York, NY, 10123
8003459588

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 182744300

1

Name of reporting person

Luo Hui

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,283,314.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,283,314.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,283,314.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

39.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock
(b)	Name of Issuer: KIDZ AI Inc.
(c)	Address of Issuer's Principal Executive Offices: 450 7TH AVENUE, 450 7TH AVENUE, NEW YORK, NEW YORK , 10123.
Item 2.	Identity and Background
(a)	Hui Luo
(b)	450 7th Avenue, Suite 905, New York, New York 10123
(c)	Chief Executive Officer, KIDZ AI Inc., formerly known as Classover Holdings, Inc., and Class Over Inc.
(d)	No
(e)	No
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is not amended by this Amendment No. 2.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is not amended by this Amendment No. 2.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 8,283,314 shares of Class B Common Stock, consisting of (i) 2,000 shares of Class B Common Stock, (ii) 13,071 shares of Class A Common Stock convertible into an equal number of shares of Class B Common Stock and (iii) 522,801 shares of Series A Preferred Stock convertible within 60 days into 8,268,243 shares of Class B Common Stock. Such shares represent approximately 39.1% of the outstanding Class B Common Stock, calculated in accordance with Rule 13d-3(d)(1).
(b)	The Reporting Person has sole voting and dispositive power over 8,283,314 shares of Class B Common Stock beneficially owned by the Reporting Person. The Reporting Person has no shared voting or dispositive power over such shares.
(c)	The Reporting Person has not effected any transactions in the Class B Common Stock since the filing of Amendment No. 1 to the Schedule 13D. The change in the number of shares reported as beneficially owned results from the application of the current conversion price of $0.6323 to the Series A Preferred Stock and not from any transaction effected by the Reporting Person.
(d)	To the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is not amended by this Amendment No. 2.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is not amended by this Amendment No. 2.

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.

Luo Hui

Signature:	/s/ Hui Luo
Name/Title:	Hui Luo
Date:	08/07/2026