8-K
filed May 29, 2026, 8:33 AM ET
ticker KIDZ
CIK 0002022308
debt
confidence high
sentiment neutral
materiality 0.50
Classover Holdings, Inc. (KIDZ): debt financing — KIDZ AI amends $500M convertible facility; sells additional $600K notes for AI expansion
Classover Holdings, Inc.
- Name changed to KIDZ AI Inc. from Classover Holdings effective May 26, 2026.
- Amended $500M senior secured convertible note facility to permit broader use of proceeds for AI, data center, and robotics acquisitions.
- Sold $600K additional notes at 7% annual interest, convertible at 120% of prior closing price, due in 2 years.
- Proceeds initially held in control account until Available Cash Test met; remainder for working capital or AI capex.
- Strategic focus: NeoCloud/GPU-as-a-Service, embodied intelligence robotics, and AI tutoring agents.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Classover Holdings, Inc. incurred convertible notes of $600,000 with the Buyer at 7% per annum maturing two-year anniversary of the date of issuance.
- Instrument
- convertible notes
- Principal
- $600,000
- Counterparty
- the Buyer
- Rate
- 7% per annum
- Maturity
- two-year anniversary of the date of issuance
- Event
- incurrence
Exact text from the filing
Concurrently with the entering into the Amendment, the Company sold to the Buyer at an Additional Closing an aggregate of $600,000 principal amount of Additional Notes.
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
Classover Holdings, Inc. issued convertible note to the Buyer for $600,000 principal amount.
- Security
- convertible note
- Purchaser
- the Buyer
- Consideration
- $600,000 principal amount
Exact text from the filing
Concurrently with the entering into the Amendment, the Company sold to the Buyer at an Additional Closing an aggregate of $600,000 principal amount of Additional Notes.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Classover Holdings, Inc.: Company changed its name from Classover Holdings, Inc. to KIDZ AI Inc. via a certificate of change to the certificate of incorporation (effective 2026-05-26).
- Change
- charter amendment
- Effective
- 2026-05-26
Exact text from the filing
On May 26, 2026, the Company filed a certificate of change to the Company’s certificate of incorporation (“Certificate of Change”) to change the Company’s name from “Classover Holdings, Inc.” to “KIDZ AI Inc.”
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Classover Holdings, Inc. entered into a notes offering with the Buyer valued at $600,000 (effective 2026-05-28).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- the Buyer
- Value
- $600,000
- Effective
- 2026-05-28
Exact text from the filing
Concurrently with the entering into the Amendment, the Company sold to the Buyer at an Additional Closing an aggregate of $600,000 principal amount of Additional Notes.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Classover Holdings, Inc. amended First Amendment to Purchase Agreement with a certain investor (the "Buyer") (effective 2026-05-28).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- a certain investor (the "Buyer")
- Effective
- 2026-05-28
Exact text from the filing
First Amendment to Purchase Agreement As previously reported, on May 30, 2025, KIDZ AI Inc. (formerly Classover Holdings, Inc.) (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain investor (the “Buyer”).
View on SEC.gov
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