KIDZ AI (KIDZ) CEO Hui Luo discloses control of 58.4% Class B stake

Rhea-AI Filing Summary

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.

Insights

Equity ownership and governance analyst

Filing confirms KIDZ AI’s CEO holds a controlling economic and voting stake.

The disclosure shows CEO Hui Luo beneficially owns 2,210,884 Class B shares of KIDZ AI Inc., equal to 58.4% of that class on an as-converted basis. The position combines existing Class B, convertible Class A, and convertible Series A Preferred Stock.

Sole voting and dispositive power over this block indicates centralized control of key decisions tied to Class B Common Stock. The amendment leaves the stated purpose of the investment, funding sources, and contractual arrangements unchanged, suggesting this is primarily an updated ownership snapshot rather than a new strategic move.

The filing notes no transactions in Class B Common Stock in the prior sixty days as of June 18, 2026. Future company filings may provide additional context if Luo’s ownership level or the capital structure meaningfully changes.

Key Figures

Beneficial ownership: 2,210,884 shares Class B Ownership percentage: 58.4% of Class B Convertible Class A: 13,071 shares +4 more

7 metrics

Beneficial ownership 2,210,884 shares Class B Aggregate Class B Common Stock on an as-converted basis

Ownership percentage 58.4% of Class B Percent of Class B Common Stock on an as-converted basis

Convertible Class A 13,071 shares Class A Common Stock convertible into Class B at holder’s option

Existing Class B 2,000 shares Class B Common Stock directly held

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

Convertible from Series A 2,195,813 shares Class B Class B shares issuable within 60 days upon Series A conversion

Sole voting power 2,210,884 shares Shares over which Hui Luo has sole voting authority

Key Terms

beneficially owns, as-converted basis, sole voting power, Series A Preferred Stock, +1 more

5 terms

beneficially owns financial

"The Reporting Person beneficially owns an aggregate of 2,210,884 shares of Class B Common Stock of the Issuer"

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.

as-converted basis financial

"representing approximately 58.4% of the outstanding shares of Class B Common Stock on an as-converted basis"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

sole voting power financial

"The Reporting Person has sole voting and dispositive power over 2,210,884 shares of Class B Common Stock"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Series A Preferred Stock financial

"522,801 shares of Series A Preferred Stock, which are convertible within 60 days into 2,195,813 shares of Class B Common Stock"

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.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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

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Available on EDGAR 06/22/2026 - 04:12 PM Accepted by SEC EDGAR 06/22/2026 - 04:12 PM Learn about SEC filing dates

FAQ

How much of KIDZ AI (KIDZ) Class B stock does CEO Hui Luo beneficially own?

Hui Luo beneficially owns 2,210,884 shares of KIDZ AI Class B Common Stock, representing about 58.4% of that class on an as-converted basis. This reflects a controlling stake when considering convertible Class A and Series A Preferred Stock.

What securities make up Hui Luo’s ownership in KIDZ AI (KIDZ)?

Hui Luo’s stake includes 13,071 shares of Class A Common Stock, 2,000 shares of Class B Common Stock, and 522,801 shares of Series A Preferred Stock. The Class A and Series A are convertible into additional Class B shares within specified terms and timeframes.

Does Hui Luo have sole voting power over KIDZ AI (KIDZ) shares reported?

Yes. The filing states Hui Luo has sole voting and dispositive power over 2,210,884 shares of Class B Common Stock beneficially owned. No shared voting or shared dispositive power is reported for these securities in the document.

Has Hui Luo traded KIDZ AI (KIDZ) Class B shares recently?

The filing states Hui Luo has not effected any transactions in KIDZ AI Class B Common Stock during the sixty days before June 18, 2026. This indicates the reported ownership reflects existing holdings and conversions, not recent market purchases or sales.

Does anyone else share in dividends or sale proceeds of Hui Luo’s KIDZ AI (KIDZ) holdings?

According to the filing, no person other than Hui Luo has the right to receive, or direct the receipt of, dividends or sale proceeds from the reported securities. This underscores that the economic interest in these shares rests solely with Hui Luo.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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)

06/18/2026

(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 2,210,884.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,210,884.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,210,884.00

12

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

13

Percent of class represented by amount in Row (11)

58.4 %

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, 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. 1.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is not amended by this Amendment No. 1.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns an aggregate of 2,210,884 shares of Class B Common Stock of the Issuer, representing approximately 58.4% of the outstanding shares of Class B Common Stock on an as-converted basis. The shares beneficially owned by the Reporting Person consist of (i) 13,071 shares of Class A Common Stock, which are convertible into 13,071 shares of Class B Common Stock at the option of the Reporting Person, (ii) 2,000 shares of Class B Common Stock and (iii) 522,801 shares of Series A Preferred Stock, which are convertible within 60 days into 2,195,813 shares of Class B Common Stock at the option of the Reporting Person.
(b)	The Reporting Person has sole voting and dispositive power over 2,210,884 shares of Class B Common Stock beneficially owned by the Reporting Person.
(c)	The Reporting Person has not effected any transactions in the Class B Common Stock during the past sixty days.
(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. 1.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is not amended by this Amendment No. 1.

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:	06/22/2026