---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-25-009247"
form_type: "8-K"
ticker: "KIDZ"
cik: "0002022308"
company_name: "Classover Holdings, Inc."
filed_at: "2025-12-30T23:59:59+00:00"
generated_at: "2026-05-16T12:03:05.364904+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Classover exchanges $2M notes for Series C Preferred; redomesticates to Nevada

## Summary
- Exchanged $2M of Senior Secured Convertible Notes (issued June 2025) for 2,000 shares of Series C Preferred Stock under Section 3(a)(9).
- Series C Preferred has a 7% annual dividend payable in common stock or capitalized; convertible at $0.2029/share with a floor of $0.04058.
- Conversion price subject to anti-dilution adjustments; trigger events increase dividend to 18% and allow alternate conversion at a discount.
- Redomestication from Delaware to Nevada effective Dec 24, 2025; no change in business or management; KIDZ and KIDZW continue on Nasdaq.
- Company must seek stockholder approval by March 31, 2026 for all shares issuable upon conversion of Series C Preferred.

## SEC filing metadata
- accession: 0001477932-25-009247
- form_type: 8-K
- ticker: KIDZ
- cik: 0002022308
- company_name: Classover Holdings, Inc.
- filed_at: 2025-12-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 3.03, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/class_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-25-009247
- JSON: https://secwatch.observer/filing/0001477932-25-009247.json
- Plain text: https://secwatch.observer/filing/0001477932-25-009247.txt

## Source-grounded claims
- claim_id: 17318e12976c6422243ab99207da9967e23b412f
  claim: Classover Holdings, Inc.: Company redomesticated from Delaware to Nevada, adopting a new Nevada charter and new Nevada bylaws effective December 24, 2025 (effective 2025-12-24).
  evidence_excerpt: On December 24, 2025 (the “Effective Time”): · the Company’s domicile changed from the State of Delaware to the State of Nevada; · the internal affairs of the Company ceased to be governed by the laws of the State of Delaware and instead became governed by the laws of the State of Nevada; and · the Company ceased to be governed by the Company’s existing amended and restated certificate of incorporation and amended bylaws and instead became governed by the Nevada Charter and the Nevada Bylaws.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm
- claim_id: 5047785b57c7855f704d5d3440a2d54630c62358
  claim: Classover Holdings, Inc. entered into Exchange Agreement with institutional investor valued at Exchange of $2,000,000 of Senior Secured Convertible Notes for 2,000 shares of Series C Convertible (effective 2025-12-29).
  evidence_excerpt: On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement ") with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides, among other things, for the Holder to initially exchange (the “ Initial Exchange ”) $2,000,000 of the Notes (including principal and interest) for 2,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (the “ Series C Preferred Stock ”), and, upon the mutual written agreement of the Company and the Holder, for the Holder to subsequently exchange additional amounts of the Notes (including principal, interest and other amounts outstanding with respect thereto) for additional shares of Series C Preferred Stock (the “ Additi
  evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793225009247/0001477932-25-009247-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.