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.
BlackRock, Inc. reported beneficial ownership of 87,463 Class B shares (8.0%) of Classover Holdings Inc. The filing states BlackRock has sole voting and sole dispositive power over the 87,463 shares. The Schedule 13G was signed on 04/27/2026.
Classover Holdings, Inc. is registering the resale of up to 10,696 shares of Class B common stock by the selling securityholders.
The prospectus states that Classover will receive no proceeds from these resales and that sales may occur "from time to time" through methods described in the Plan of Distribution. The company’s Common Stock and Public Warrants trade on Nasdaq under the symbols KIDZ and KIDZW; the last reported sale prices were $1.57 per share and $0.013, respectively, as of April 20, 2026. The prospectus also discloses operating losses and a reported going-concern disclosure, including net losses of $7,044,865 in 2025 and $843,048 in 2024.
Classover Holdings, Inc. is registering an aggregate of 652,554 shares of Class B common stock for resale by selling securityholders, consisting of (i) 583,368 shares issuable upon conversion of senior secured convertible notes, (ii) 18,400 shares held by officers and consultants, and (iii) 30,786 shares held by the APA Seller (including 14,786 shares issuable upon exercise of pre-funded warrants). This registration is being made pursuant to a registration rights agreement dated June 6, 2025. The Company states it will not receive proceeds from resale hereunder; any Notes converted would be retired and the related debt extinguished. The prospectus notes Nasdaq symbols KIDZ and KIDZW and reports last sale prices of $1.57 per share and $0.013 per Public Warrant (as of April 20, 2026).
Classover Holdings, Inc. is registering 345,000 shares of Class B common stock issuable upon exercise of Public Warrants and the resale of up to 2,686,488 shares of Class B common stock by selling securityholders.
The prospectus states the Company would receive proceeds only if Public Warrants are exercised for cash — up to $198.4 million assuming full cash exercise — and that the Company will not receive proceeds from the resale by the selling securityholders. The filing discloses that as of April 20, 2026 the last reported sale price of the Common Stock was $1.57 per share and Public Warrants traded at $0.013. The prospectus warns the large volume of registered shares could materially depress the trading price and notes substantial redemption activity at the Business Combination.
Classover Holdings, Inc. is soliciting shareholder votes at its virtual Annual Meeting on several proposals: to amend the charter to increase authorized Class B Common Stock from 40,000,000 to 2,500,000,000, approve issuances under an Exchange Agreement tied to a Series C preferred conversion, adopt a reverse stock split at a board-determined ratio between 1-for-2 and 1-for-50, authorize future issuance of up to 5,000,000 Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and elect five directors.
The Board, controlled by CEO Hui Luo, recommends voting FOR all proposals and notes Majority Holders hold a controlling share of voting power. The proxy includes details on Nasdaq approval requirements, related-party transactions, executive pay, and governance practices.
Classover Holdings, Inc. files a Post-Effective Amendment registering resale of up to 10,696 shares of Class B Common Stock held by selling securityholders. The company will not receive any proceeds from these sales. The prospectus lists Nasdaq tickers KIDZ and KIDZW and gives market prices of $3.12 per share for Common Stock and $0.0149 for Public Warrants as of April 6, 2026.
The filing repeats extensive risk disclosures: the company reports net losses, a stockholders’ deficit, a going-concern explanatory paragraph in its audited financials, significant competition in online education, seasonal demand patterns, dependence on independent-contractor teachers, potential regulatory and cybersecurity risks, and exposure to Solana-related and debt-related risks. The registration states no new securities are being registered and that all original registration fees were paid.
Classover Holdings, Inc. is registering the resale, from time to time, of (i) 583,368 shares of Class B common stock issuable upon conversion of senior secured convertible notes, (ii) 18,400 shares held by officers and consultants under the 2024 Long-Term Incentive Equity Plan, and (iii) 30,786 shares held by the APA Seller, including 14,786 shares issuable upon exercise of pre-funded warrants.
The shares are being registered for resale by the named selling securityholders under a registration rights agreement; the Company will not receive proceeds from resale and any converted Notes would be retired. The prospectus discloses risks including substantial doubt about the Company’s ability to continue as a going concern and recent net losses.