Recent 8-K filings for KIDZ
Highest-materiality recent filing
Classover Holdings completes SPAC merger; PIPE raises $3.23M; new board appointed
- Business combination with Battery Future Acquisition Corp closed April 4, 2025; Pubco becomes holding company with BFAC and Class Over as subs.
- PIPE investment of $3.23M net; 3,400 Series B Preferred shares issued, with warrants for up to $1.52M additional.
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KIDZ AI signs $44.6M GPU compute services deal with Canopy Wave for 256 B300 GPUs
Aggregate contract value of $44.6 million over 60-month initial term.
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KIDZ AI wins EdTechX Award, launches KIDZBot AI robotics platform for H2 2026 rollout
Won 2026 EdTechX Award for the Americas, recognizing AI-powered education innovation.
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Kidz AI shareholders authorize 2.5B share increase, reverse split, and CEO stock sale
Authorized Class B common shares increased to 2.5 billion; Certificate of Amendment filed with Nevada Secretary of State.
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Kidz AI announces 1-for-10 reverse stock split to regain Nasdaq $1.00 bid compliance
Reverse split at 1-for-10 ratio effective June 8, 2026; Class B stock continues under ticker "KIDZ".
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Classover enters $100M equity facility with Chardan; pivots to AI compute infrastructure
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.
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Classover enters into $9.115M at-the-market equity sales agreement with Chardan Capital Markets
May sell up to $9,115,000 of Class B common stock from time to time at prevailing market prices.
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Classover Regains Nasdaq Minimum Bid Price Compliance
Received Nasdaq notice confirming compliance with minimum bid price of $1.00 for 12 consecutive business days.
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Classover announces 1-for-50 reverse stock split to regain Nasdaq compliance
Reverse stock split at 1-for-50 ratio effective March 9, 2026; split-adjusted trading begins March 10.
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Classover terminates $400M equity facility; pivots from digital asset strategy to AI and robotics
Board unanimously terminated $400M Equity Purchase Facility with Solana Strategic Holdings, effective March 6, 2026.
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Classover Holdings authorizes $2M share buyback program
Board approved repurchase of up to $2M of Class B common stock (Nasdaq: KIDZ).
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Classover exchanges $2M notes for Series C Preferred; redomesticates to Nevada
Exchanged $2M of Senior Secured Convertible Notes (issued June 2025) for 2,000 shares of Series C Preferred Stock under Section 3(a)(9).
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Classover stockholders approve redomestication to Nevada, reverse stock split
At Dec 22 special meeting, stockholders unanimously approved redomestication from Delaware to Nevada.
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Classover Holdings receives Nasdaq bid price deficiency notice for KIDZ common stock
On Nov 21, 2025, Nasdaq notified Classover that KIDZ common stock closed below $1.00 for 30 consecutive business days.
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Classover Q3 revenue $1.29M (+77% QoQ), net income $2.52M, first profitable quarter
Revenue $1.29M, up 77.4% from Q2 2025 ($0.73M) and 31.5% YoY ($0.98M).
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Classover Holdings exchanges 62,068 Series A Preferred for 596,808 Class B common shares
Effective Oct 9, 2025, two unaffiliated investors exchange 62,068 Series A Preferred shares for 596,808 Class B common shares.
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Classover holds $11.27M in Solana; plans further acquisitions via $900M facilities
Holds 57,131 SOL tokens valued at ~$11.27M as of July 21, 2025; average cost $149.70 per SOL.
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Classover amends EPFA to allow SOL token purchases, partners with Everstake on validator
EPFA amendment removes restriction on using proceeds to buy Solana tokens; $400M facility now allows SOL investment.
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Amended Equity Purchase Facility ($400M) to remove restrictions on using proceeds to buy Solana tokens.
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Classover terminates lock-up restrictions on shares; shareholders approve 2B share authorization
Special meeting on July 18 overwhelmingly approved share issuance and authorized increase of Class B shares from 450M to 2B.
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Classover boosts Solana holdings 295% to 52,067 SOL; 75% staked
Increased SOL holdings 295% since June 12, 2025, reaching 52,067 SOL tokens.
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Classover acquires IP portfolio for $1.25M cash, 800K shares, and warrants to boost AI platform
Asset Purchase Agreement closed June 30, 2025; purchased machine-learning, D2D communication, and adaptive scheduling technologies.
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Classover closes $11M initial tranche of $500M note financing; doubles Solana holdings
Initial $11M closing under $500M senior secured convertible note; convertible at $7.36, 7% interest, due June 2027.
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Securities Purchase Agreement with Solana Growth Ventures LLC for up to $500M in senior secured convertible notes; initial $11M closing pending conditions.
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Classover enters $400M equity facility to fund Solana treasury strategy
Entered Equity Purchase Facility Agreement with Solana Strategic Holdings to sell up to $400M of Class B common stock.
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Total revenue $3.7M (+19% YoY); gross margin improved to 56.0% from 53.6%.
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Classover (KIDZ) merger target Class Over posts $843K loss, auditor flags going concern
Net loss of $843,048 in 2024 vs $433,055 in 2023; revenue $3.68M vs $3.10M.
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Classover to hire 2,500 US teachers for live education and AI training dataset
Plans to add 2,500 U.S. teachers over 12-24 months, building on existing base of 650 active teachers.
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Classover Holdings completes SPAC merger; PIPE raises $3.23M; new board appointed
Business combination with Battery Future Acquisition Corp closed April 4, 2025; Pubco becomes holding company with BFAC and Class Over as subs.
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Classover developing AI tutoring platform using 300k+ hours of teaching data
Proprietary dataset of over 300,000 hours of real teacher-student interactions trains AI tutor agents.
Materiality & sentiment trend
Max materiality 0.90 · Median 0.65 · Most common event other_material