Welcome to our dedicated page for Classover Holdings SEC filings (Ticker: KIDZ), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to Classover Holdings, Inc. (NASDAQ: KIDZ, KIDZW) SEC filings, giving investors and researchers a structured view of the company’s regulatory disclosures. Classover is a technology-driven education company focused on AI-powered learning systems for K-12 and broader education markets, and its filings offer detailed insight into its capital structure, governance, and financial reporting.
Key documents available here include annual reports on Form 10-K and quarterly reports on Form 10-Q, which describe Classover’s business, risk factors, and results of operations. These filings are particularly relevant for understanding how the company accounts for its AI education activities and its Solana-based digital treasury, as well as how it presents revenue streams and expenses related to its platforms and services.
Investors can also review current reports on Form 8-K that disclose material events. For Classover, recent 8-K filings have reported matters such as a Nasdaq notice regarding minimum bid price requirements, entry into exchange agreements involving preferred stock and Class B common stock, and amendments to registration rights agreements. These filings help clarify listing status, financing arrangements, and other significant corporate actions.
In addition, proxy materials such as the definitive proxy statement on Schedule 14A provide detail on proposals submitted to stockholders, including a proposed redomestication from Delaware to Nevada, a 2025 Long-Term Incentive Equity Plan, and a potential reverse stock split of the company’s common stock. Registration statements on Form S-1 further outline the company’s securities offerings and background information.
Stock Titan enhances these filings with AI-powered summaries that explain complex sections in plain language, highlight key terms, and surface items such as voting rights, equity plans, and listing-related disclosures. Users can quickly scan Classover’s 10-K, 10-Q, 8-K, S-1, and DEF 14A filings, then drill into the full EDGAR documents for deeper analysis, including any insider-related information reported through applicable forms.
Classover Holdings, Inc. files its annual report describing a K‑12 online tutoring and enrichment platform delivered through proprietary, AI‑enabled technology and small interactive classes. The company highlights rapid expansion of course offerings, strong customer retention and a scalable, asset‑light teacher marketplace model.
Classover details a Solana‑centric digital asset treasury strategy, including acquisition and staking of Solana tokens through custodians such as BitGo and validators like Figment and Everstake. It also outlines an $11 million issuance of senior secured convertible notes, largely earmarked for digital assets, and discloses substantial doubt about its ability to continue as a going concern.
Classover Holdings, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10‑K for the year ended December 31, 2025 because completing the report would cause "unreasonable effort and expense." The company cites recent corporate actions, including a reverse split, as the primary reason and states it needs additional time to compile and process information.
The company expects total revenue to be approximately $3,366,000 for the year ended December 31, 2025, a decrease of about $309,000 (8%) from $3,675,000 for 2024. Net loss is expected to increase by about $843,000 from $(6,202,000) to $(7,045,000). The notification was signed by CFO Yanling Peng on March 31, 2026.
Classover Holdings Inc. has regained compliance with Nasdaq’s minimum bid price rule. Nasdaq notified the company that its Class B common stock has closed at or above $1.00 per share for 12 consecutive business days, exceeding the required 10-day threshold under Nasdaq Listing Rule 5550(a)(2).
The company previously fell out of compliance after its stock traded below $1.00 for 30 consecutive business days. Classover believes restored compliance removes uncertainty around its Nasdaq listing and strengthens its position to pursue its AI-driven K-12 education strategy and long-term initiatives.
Classover Holdings, Inc. is registering 29,168,390 shares of Class B common stock issuable upon conversion of senior secured convertible notes, plus 920,000 shares held by officers/consultants and 1,539,278 shares held by the APA Seller, for resale by the named selling securityholders.
The prospectus supplement states the company will receive no proceeds from these resales; any Notes converted would be retired and the related debt extinguished. The filing also discloses a board-approved 1-for-50 reverse stock split effective March 9, 2026, reducing authorized and outstanding share counts and causing proportional adjustments to warrants, convertible securities, and equity plan reserves.
Classover Holdings, Inc. is filing a prospectus supplement to register 17,249,987 shares of Class B common stock issuable upon exercise of Public Warrants.
The supplement also registers resale by selling securityholders of various conversion and reserved amounts, including 6,535,014 shares issuable upon conversion of Class A common stock and 23,452,158 shares issuable upon conversion of Series B preferred stock. The filing discloses a 1-for-50 reverse stock split effective March 9, 2026 (split-adjusted trading begins March 10, 2026) and a reduction in authorized common shares. The company states it will not receive proceeds from resale transactions, but could receive up to $198.4 million if all Public Warrants are exercised for cash.
Classover Holdings, Inc. registers 534,740 shares of Class B common stock for resale by selling securityholders; the Company will receive no proceeds from these sales.
The supplement incorporates a Current Report disclosing a 1-for-50 reverse stock split of Class A and Class B common stock effective March 9, 2026 at 12:01 a.m. Eastern Time, with split-adjusted trading beginning March 10, 2026. The certificate of amendment also reduces authorized shares to 1,000,000 Class A and 40,000,000 Class B. Shares outstanding as of March 4, 2026 are presented: Class A reduced to 130,700 and Class B reduced to 1,097,731 after the split.
Classover Holdings Inc. is implementing a 1-for-50 reverse stock split of its Class A and Class B common stock. The split becomes effective on March 9, 2026 at 12:01 a.m. Eastern Time, with Class B shares trading on a split-adjusted basis on March 10, 2026 under the symbol KIDZ.
The company is also reducing authorized Class A shares from 50,000,000 to 1,000,000 and authorized Class B shares from 2,000,000,000 to 40,000,000. Based on shares outstanding as of March 4, 2026, Class A shares will decline from 6,535,014 to 130,700 and Class B shares from 54,886,572 to 1,097,731. Equity incentive pool, warrants and convertible securities will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. The move is intended to help the company meet Nasdaq’s $1.00 minimum bid price requirement.
Classover Holdings Inc. is terminating its $400 million Equity Purchase Facility Agreement with Solana Strategic Holdings, ending its Solana-focused digital asset treasury strategy after the Board decided it is no longer an accretive use of capital under current market conditions.
The move removes the risk of significant share dilution and frees capital to focus on artificial intelligence, AI agents, and robotics, which the Board now views as the main engines of long-term growth and shareholder value. Classover reports a healthy balance sheet with no imminent liquidity needs and is retaining its existing Solana holdings and staking yields for now, to be evaluated and potentially divested over time with proceeds reinvested into core AI and robotics initiatives.
Highbridge Capital Management, LLC filed an amended Schedule 13G reporting beneficial ownership of 2,203,785 shares of Class B Common Stock of Classover Holdings, Inc., equal to 8.4% of the class. This includes 2,177,084 shares issuable upon exercise of warrants, based on 24,206,325 shares outstanding as of December 5, 2025.
The shares are held through certain Highbridge funds, including Highbridge Tactical Credit Master Fund, L.P., which has rights over more than 5% of the class. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Classover Holdings, Inc. (KIDZ) received an amended Schedule 13G from Aristeia Capital, L.L.C. reporting a 4.45% beneficial stake in its redeemable warrants. Aristeia reports beneficial ownership of 1,128,651 warrants, each exercisable for one share of Class B common stock at an exercise price of $11.50 per share.
This percentage is based on 25,334,976 securities, which includes 24,206,325 shares outstanding as of December 5, 2025, as reported in a DEF 14A, plus the warrants. Aristeia states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Classover.