Classover enters $100M equity facility with Chardan; pivots to AI compute infrastructure

Classover Holdings, Inc.

May sell up to $100M in Class B common stock to Chardan at 4% discount to VWAP; stockholder approval needed for issuances above 19.99% of outstanding.
Proceeds to fund expansion into GPU cloud platforms, AI data centers, and NeoCloud partnership ecosystems.
Company plans to rebrand as 'KIDZ AI Inc.' to reflect strategic shift into AI infrastructure and compute services.
Existing AI-powered edtech business will be supplemented by high-performance GPU asset deployment and inference hosting.
Chardan purchase capped at 4.99% beneficial ownership, waivable to 9.99% on 61 days' notice.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Classover Holdings, Inc. entered into ChEF Purchase Agreement with Chardan Capital Markets LLC valued at up to an aggregate of $100 million (effective 2026-05-21).

Action: entry
Agreement: equity purchase
Counterparty: Chardan Capital Markets LLC
Value: up to an aggregate of $100 million
Effective: 2026-05-21

Exact text from the filing

On May 21, 2026, Classover Holdings, Inc. (the “Company”) entered into a ChEF Purchase Agreement (the “Purchase Agreement”) with Chardan Capital Markets LLC (the “Investor”).

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38 material agreements filed in the last 30 days. Browse all material agreements →

Classover Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001477932-26-003412

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