Source-grounded facts extracted from Classover Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.
Classover Holdings, Inc.: Filing incorporates Item 5.07 information by reference into Item 5.03, but no description of the amendment is provided.
“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.”
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.
“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”
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.
“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”
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.
“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”
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.
“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”
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.
“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”
Classover Holdings, Inc.: Certificate of amendment filed to effect a 1-for-10 reverse stock split and reduction in authorized common stock from 1,000,000 to 100,000 shares of Class A common stock and from 40,000,000 to 4,000,000 shares of Class B common stock (effective 2026-06-08).
“On June 4, 2026, in order to effect the Reverse Split and the Reduction in Authorized Common Stock, the Company filed a certificate of amendment to its certificate of incorporation, as amended, pursuant to which the Reverse Split and the Reduction in Authorized Common Stock will become effective on June 8, 2026, at 12:01 a.m. Eastern Time”
Classover Holdings, Inc. issued convertible note to the Buyer for $600,000 principal amount.
“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.”
Classover Holdings, Inc. entered into a notes offering with the Buyer valued at $600,000 (effective 2026-05-28).
“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.”
Classover Holdings, Inc. amended First Amendment to Purchase Agreement with a certain investor (the "Buyer") (effective 2026-05-28).
“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”).”
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.
“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.”
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).
“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.””
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).
“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”).”
Classover Holdings, Inc. entered into At-the-Market Sales Agreement with Chardan Capital Markets LLC valued at $9,115,000 (effective 2026-05-14).
“On May 14, 2026, Classover Holdings, Inc. (the “ Company ”) entered into an At-the-Market Sales Agreement (the “ Agreement ”) with Chardan Capital Markets LLC, as sales agent (the “ Agent ”), pursuant to which the Company may offer and sell, from time to time through or to the Agent (the “ Offering ”), up to an aggregate of $9,115,000 of shares of its Class B common stock”
Classover Holdings, Inc. received a nasdaq compliance regained notice regarding minimum bid price (rules 5550(a)(2)).
“March 26, 2026, the Company received written notification from Nasdaq confirming that the Company had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Nasdaq written notification indicated that for the last 12 consecutive business days, the bid price for the Company’s Class B common stock had been at $1.00 per share or greater, as required by the listing rule.”
Classover Holdings, Inc.: Reverse stock split at a ratio of 1-for-50 and reduction in authorized common stock from 50,000,000 shares of Class A to 1,000,000 and from 2,000,000,000 shares of Class B to 40,000,000, effective March 9, 2026 (effective 2026-03-09).
“the Company filed a certificate of amendment to its certificate of incorporation, as amended, pursuant to which the Reverse Split and the Reduction in Authorized Common Stock will become effective on March 9, 2026, at 12:01 a.m. Eastern Time”
Classover Holdings, Inc. terminated Equity Purchase Facility Agreement with Solana Strategic Holdings LLC valued at $400 million (effective 2026-02-28).
“(the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”) pursuant to which, subject to certain conditions precedent contained therein, the Company had the right to issue and sell to the Investor up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “Shares”).”
Classover Holdings, Inc. issued 2,000 shares of Series C Convertible Preferred Stock of preferred stock to Institutional investor holding Senior Secured Convertible Notes for Exchange of $2,000,000 of Notes (including principal and interest).
“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”
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).
“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.”
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).
“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”
Classover Holdings, Inc. issued common stock.
“certain rights of the Company’s stockholders will be changed as a result of the Redomestication.”
Classover Holdings, Inc.: Stockholders approved redomestication from Delaware to Nevada, which will result in adoption of Nevada Charter and Nevada Bylaws upon filing of conversion documents (effective 2025-12-22).
“On December 22, 2025, at a special meeting of stockholders (the “Special Meeting”) of Classover Holdings, Inc. (the “Company”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by means of a plan of conversion (the “Plan of Conversion”)”
Classover Holdings, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).
“November 21, 2025, Classover Holdings, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 20, 2025), the bid price of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), had been below the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The notice stated that the Company would be afforded 180 calendar days (until May 20, 2026) to regain complianc”
Classover Holdings, Inc. issued an aggregate of 596,808 shares of the Company's Class B common stock of common stock to two unaffiliated third party investors for deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock to be cancelled and retired.
“the Preferred Holders agreed to deliver to the Company an aggregate of 62,068 shares of Series A Preferred Stock, par value $0.0001 per share (“Preferred Stock”) to be cancelled and retired in exchange for the issuance of an aggregate of 596,808 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Common Stock”).”
Classover Holdings, Inc.: Approved amendment to increase authorized Class B Common Stock from 450,000,000 to 2,000,000,000 shares (effective 2025-07-18).
“a proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of shares of Class B Common Stock the Company is authorized to issue from 450,000,000 shares to 2,000,000,000 shares”
Classover Holdings, Inc. completed an acquisition involving an unrelated third party and its wholly-owned subsidiary for $1,250,000 in cash, 800,000 shares of Class B common stock, and pre-funded warrants to purchase 739,278 shares of Class B common stock (closed 2025-06-30).
“On June 30, 2025, Classover Holdings, Inc. (the “ Company ”) entered into and consummated the transactions contemplated by an Asset Purchase Agreement (the “ APA ”) with an unrelated third party and its wholly-owned subsidiary (collectively, the “ Seller ”). Pursuant to the APA, the Seller agreed to sell, and the Company agreed to purchase, a portfolio of intellectual property owned by the Seller (the “ Purchased Assets ”) which is intended to be utilized by the Company in its online enrichment class platform, which provides interactive live courses for K-12 students in the United States and around the globe. In consideration for the Purchased Assets, the Company (a) paid $1,250,000 in cash to the Seller and (b) issued to the Seller (i) 800,000 shares (the “ Shares ”) of its Class B common stock, par value $0.0001 per share (the “ Class B Common Stock ”), and (ii) pre-funded warrants (the “ Pre-Funded Warrants ”) to purchase 739,278 shares of Class B Common Stock.”
Classover Holdings, Inc. engaged Bush & Associates CPA LLC as its auditor.
“has engaged Bush & Associates CPA LLC, the Company’s current auditor ("Bush"), to re-audit the 2023 Financial Statements”
Classover Holdings, Inc. incurred senior notes of $11 million with the Buyer at 7% per annum maturing June 6, 2027.
“On June 6, 2025, the Company consummated the initial closing of $11 million of Notes.”
Classover Holdings, Inc. incurred senior notes of $500 million with several investors at 7% per annum maturing two-year anniversary of the date of issuance.
“On May 30, 2025, Classover Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several investors (collectively, the “Buyers”). Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company may sell to the Buyers up to an aggregate of $500 million in newly issued senior secured convertible notes (the “Notes”).”
Classover Holdings, Inc.: Registrant ceased to be a shell company after a business combination.
“As a result of the Business Combination, the Company ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act).”
Classover Holdings, Inc. underwent a change of control involving Class Over Inc. for Pubco issued to the former security holders of Class Over an aggregate of 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock and (closed 2025-04-04).
“a warrant to purchase Class B Common Stock of Pubco (each, a “ Warrant ”). Additionally, at Closing, Pubco issued to the former security holders of Class Over an aggregate of 6,535,014 shares of Class A Common Stock, par value $0.0001 per share (“ Class A Common Stock ,” and together with the Class B Common Stock, the “ Common Stock ”), of Pubco, 5,964,986”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.