Highbridge discloses 8.4% Classover Holdings (KIDZ) ownership stake

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Classover Holdings, Inc.

(Name of Issuer)

Class B Common Stock, par value $0.0001 per share

(Title of Class of Securities)

182744102

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 182744102

1

Names of Reporting Persons

Highbridge Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,203,785.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,203,785.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,203,785.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.4 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: Includes 2,177,084 shares of Class B Common Stock (as defined in Item 2(a)) issuable upon exercise of warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Classover Holdings, Inc.
(b)	Address of issuer's principal executive offices: 450 7th Avenue, Suite 905, New York, NY 10123
Item 2.
(a)	Name of person filing: This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of class B common stock, par value $0.0001 per share ("Class B Common Stock"), of Classover Holdings, Inc., a Nevada corporation (the "Issuer"), and the shares of Class B Common Stock issuable upon exercise of warrants, directly held by the Highbridge Funds. The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(d)	Title of class of securities: Class B Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 182744102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 24,206,325 shares of Class B Common Stock outstanding as of December 5, 2025, as reported in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 10, 2025, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)	Percent of class: 8.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class B Common Stock reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Class B Common Stock.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Highbridge Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	02/17/2026

FAQ

What stake in Classover Holdings (KIDZ) does Highbridge report?

Highbridge Capital Management reports beneficial ownership of 2,203,785 Class B shares of Classover Holdings, Inc., representing 8.4% of the class. This figure is calculated against 24,206,325 shares outstanding as of December 5, 2025, including shares issuable upon warrant exercise.

How many Classover (KIDZ) shares held by Highbridge are from warrants?

Highbridge’s reported position includes 2,177,084 shares of Class B Common Stock issuable upon exercise of warrants. These warrant shares form the vast majority of the 2,203,785 total beneficially owned shares disclosed in the amended Schedule 13G filing for Classover Holdings, Inc.

What percentage of Classover (KIDZ) Class B shares does Highbridge own?

Highbridge Capital Management discloses ownership of 8.4% of Classover Holdings’ Class B Common Stock. This percentage is based on 24,206,325 Class B shares outstanding as of December 5, 2025 and assumes exercise of the warrants held by Highbridge-managed funds.

Is Highbridge seeking control of Classover Holdings (KIDZ)?

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 Classover Holdings, Inc. The filing also notes the position is not held in connection with any control-related transaction.

Which Highbridge fund holds more than 5% of Classover (KIDZ) shares?

The filing states that Highbridge Tactical Credit Master Fund, L.P., a Highbridge-managed fund, has the right to receive dividends or sale proceeds from more than 5% of the Class B Common Stock of Classover Holdings, Inc. This fund is part of the overall reported position.

What voting and dispositive powers does Highbridge report for Classover (KIDZ)?

Highbridge reports sole voting power and sole dispositive power over 2,203,785 shares of Classover’s Class B Common Stock, with no shared voting or dispositive power. These powers relate to shares held through certain Highbridge-advised funds and associated warrants.