--- schema_version: "secwatch.filing_event.v1" accession: "0001477932-26-003751" form_type: "8-K" ticker: "KIDZ" cik: "0002022308" company_name: "Classover Holdings, Inc." filed_at: "2026-06-10T20:30:28+00:00" generated_at: "2026-06-10T20:31:30.123761+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Kidz AI shareholders authorize 2.5B share increase, reverse split, and CEO stock sale ## Summary - Authorized Class B common shares increased to 2.5 billion; Certificate of Amendment filed with Nevada Secretary of State. - Approved reverse stock split of Class A and B shares at ratio of 1-for-2 to 1-for-50, with board discretion on timing. - Approved future sale of up to 500,000 Class A shares to CEO Hui Luo at 150% of prevailing market price. - Approved issuance of shares under Exchange Agreement with Solana Growth Ventures LLC dated Dec 29, 2025. - All five director nominees (Hui Luo, Yan Zhang, Tracy Xia, Mona Liang, Amanda Chang) re-elected with over 4.2 million votes each. ## SEC filing metadata - accession: 0001477932-26-003751 - form_type: 8-K - ticker: KIDZ - cik: 0002022308 - company_name: Classover Holdings, Inc. - filed_at: 2026-06-10T20:30:28+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 3.03, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/kidz_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001477932-26-003751 - JSON: https://secwatch.observer/filing/0001477932-26-003751.json - Plain text: https://secwatch.observer/filing/0001477932-26-003751.txt ## Key facts - Governance Changes Classover Holdings, Inc.: Filing incorporates Item 5.07 information by reference into Item 5.03, but no description of the amendment is provided. - Change: fiscal year change source text: Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required, the information set forth below under Item 5.07 is hereby incorporated by reference into this Item 5.03. evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - Shareholder Votes Classover Holdings, Inc. shareholders approved Proposal No. 4 — The Class A Issuance Proposal — a proposal to approve the future sale of up to 500,000 shares of Class A common stock to CEO Hui Luo. at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: For Against Abstain Broker Non-Votes 4,168,088 117,732 34,127 1,231,839 evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - Shareholder Votes Classover Holdings, Inc. shareholders approved Proposal No. 1 — The Authorized Share Proposal — a proposal to approve an amendment to increase authorized Class B common stock to 2,500,000,000 shares. at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: For Against Abstain Broker Non-Votes 4,838,228 677,896 35,662 0 evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - Shareholder Votes Classover Holdings, Inc. shareholders approved Proposal No. 5 — The Director Election Proposal — to elect five members to the board of directors. at the 2026-06-10 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-10 source text: The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: Nominee Votes For Votes Against Abstain Broker Non-Vote Hui Luo 4,215,649 66,547 37,751 1,231,839 Yan Zhang 4,214,848 66,127 38,972 1,231,839 Tracy Xia 4,209,332 71,643 38,972 1,231,839 Mona Liang 4,214,649 66,347 38,951 1,231,839 Amanda Chang 4,214,655 66,341 38,951 1,231,839 evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - Shareholder Votes Classover Holdings, Inc. shareholders approved Proposal No. 3 — The Reverse Stock Split Proposal — a proposal to approve a reverse stock split of all outstanding shares of Class A and Class B common stock at a ratio ranging from 1-for-2 to 1-for-50. at the 2026-06-10 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-06-10 source text: The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: For Against Abstain Broker Non-Votes 4,884,282 632,999 34,505 0 evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm - Shareholder Votes Classover Holdings, Inc. shareholders approved Proposal No. 2 — The Nasdaq Proposal — a proposal to approve the issuance of certain shares of Class B common stock pursuant to an Exchange Agreement. at the 2026-06-10 meeting. - Outcome: passed - Meeting: 2026-06-10 source text: The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders: For Against Abstain Broker Non-Votes 4,091,462 193,034 35,451 1,231,839 evidence_url: https://www.sec.gov/Archives/edgar/data/2022308/000147793226003751/0001477932-26-003751-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.