Classover Holdings, Inc. ownership update: Highbridge Capital Management, LLC reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class, assuming exercise of warrants. The percentage is calculated using 1,174,718 shares outstanding as of March 31, 2026, per the issuer's Form 10-K.
The filing states these shares are directly held by Highbridge-managed funds and that the statement is not an admission that Highbridge is the beneficial owner for Section 13 purposes.
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Insights
Highbridge holds 32,067 Class B shares (2.7%), counted with warrant exercises.
Highbridge reports 32,067 shares of Class B Common Stock and a 2.7% stake based on 1,174,718 shares outstanding as of March 31, 2026. The filing expressly states the calculation assumes exercise of warrants, which is the key qualifier for the reported percentage.
Cash‑flow treatment and any timing for exercises are not disclosed in the excerpt; subsequent filings or issuer disclosures would show if and when warrants convert and how that affects ownership.
This is a routine Schedule 13G/A amendment reporting ownership by an investment adviser.
The statement identifies Highbridge as the reporting person and notes shares are held by Highbridge funds. It includes the standard caveat that filing is not an admission of beneficial ownership for Section 13 purposes.
The filing references the issuer's Form 10-K for the outstanding share count; related disclosures (warrant terms, conversion mechanics) are not included here and would appear in separate documents.
Key Figures
Shares reported beneficially owned:32,067 sharesPercent of class:2.7%Shares outstanding used:1,174,718 shares+2 more
5 metrics
Shares reported beneficially owned32,067 sharesreported by Highbridge Capital Management, LLC
Percent of class2.7%assumes exercise of warrants
Shares outstanding used1,174,718 sharesoutstanding as of <date>March 31, 2026</date> per issuer's Form 10-K
CUSIP182744201Class B Common Stock CUSIP
Securities counted with warrantsissuable upon exercise of warrantsreported as basis for share count
Key Terms
warrants, beneficially owned, Schedule 13G/A
3 terms
warrantsfinancial
"issuable upon exercise of warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficially ownedregulatory
"Amount beneficially owned: The information required by Item 4(a)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Schedule 13G/Aregulatory
"This statement is filed by Highbridge Capital Management, LLC"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Classover Holdings, Inc.
(Name of Issuer)
Class B Common Stock, par value $0.0001 per share
(Title of Class of Securities)
182744201
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
182744201
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
32,067.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
32,067.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
32,067.00
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)
2.7 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: Reflects 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 Class B Common Stock, par value $0.0001 per share ("Class B Common Stock") of Classover Holdings, Inc., a Nevada corporation (the "Issuer"), 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.:
182744201
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 1,174,718 shares of Class B Common Stock outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on April 11, 2026, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
2.7%
(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.
Ownership of 5 percent or less of a class
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.
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.
What stake does Highbridge Capital report in Classover Holdings (KIDZ)?
Highbridge reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class based on the filing's calculation.
What outstanding share count is used to calculate Highbridge's 2.7% in KIDZ?
The filing uses an aggregate of 1,174,718 shares outstanding as of March 31, 2026, as reported in the issuer's Form 10-K for the year ended December 31, 2025.
Does the filing state Highbridge directly holds these shares?
Yes. The shares are reported as directly held by the Highbridge Funds, which are managed by Highbridge Capital Management, LLC, the reporting person named in the statement.
Are the reported shares dependent on warrant exercises?
The percentage reported explicitly assumes the exercise of warrants held by the Highbridge Funds; the filing flags that assumption as the basis for the 2.7% figure.
Does this Schedule 13G/A mean Highbridge is the beneficial owner under Section 13?
The filing includes a standard disclaimer stating it should not be construed as an admission that Highbridge is the beneficial owner for purposes of Section 13 of the Exchange Act.
