Classover Holdings, Inc. filings document material events for an AI-driven K-12 education technology company with Nasdaq-listed KIDZ and KIDZW securities. Recent Form 8-K reports cover Nasdaq listing compliance, share-structure actions, equity incentive and warrant adjustments, and board-authorized capital allocation programs.
The filing record also includes disclosures on the termination of an equity purchase facility, the end of a Solana-focused digital asset treasury strategy, share repurchase authorization for Class B common stock, and related governance decisions by the board of directors. These filings frame the company's capital structure and public-company compliance alongside its AI education business.
Classover Holdings reported a sharply wider loss for the quarter ended March 31, 2026. Revenue fell to $519,198 from $816,016 a year earlier, though gross margin stayed at 50%. Operating loss increased to $894,815, driven mainly by higher general and administrative expenses.
Net loss expanded to $4,187,534, largely due to fair value losses on crypto assets of $2,444,670, a $860,631 loss on convertible notes, and a $77,625 increase in warrant liabilities. Cash was $2,116,631 with a working capital deficit of $125,316. Management disclosed substantial doubt about going concern but points to existing cash, equity from prior SPAC and PIPE transactions, and remaining capacity under senior secured convertible notes as mitigation.
Classover Holdings reported a sharply wider loss for the quarter ended March 31, 2026. Revenue fell to $519,198 from $816,016 a year earlier, though gross margin stayed at 50%. Operating loss increased to $894,815, driven mainly by higher general and administrative expenses.
Net loss expanded to $4,187,534, largely due to fair value losses on crypto assets of $2,444,670, a $860,631 loss on convertible notes, and a $77,625 increase in warrant liabilities. Cash was $2,116,631 with a working capital deficit of $125,316. Management disclosed substantial doubt about going concern but points to existing cash, equity from prior SPAC and PIPE transactions, and remaining capacity under senior secured convertible notes as mitigation.
Classover Holdings, Inc. ownership update: Highbridge Capital Management, LLC reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class, assuming exercise of warrants. The percentage is calculated using 1,174,718 shares outstanding as of March 31, 2026, per the issuer's Form 10-K.
The filing states these shares are directly held by Highbridge-managed funds and that the statement is not an admission that Highbridge is the beneficial owner for Section 13 purposes.
Classover Holdings, Inc. ownership update: Highbridge Capital Management, LLC reports beneficial ownership of 32,067 shares of Class B Common Stock, representing 2.7% of the class, assuming exercise of warrants. The percentage is calculated using 1,174,718 shares outstanding as of March 31, 2026, per the issuer's Form 10-K.
The filing states these shares are directly held by Highbridge-managed funds and that the statement is not an admission that Highbridge is the beneficial owner for Section 13 purposes.
Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC, allowing the company to sell, from time to time, up to $9,115,000 of its Class B common stock through the agent as an at-the-market offering under Rule 415.
The company is not obligated to sell any shares and may suspend offers or terminate the agreement, and either party can end it on five business days’ notice. Chardan will receive a 3.0% commission on gross sales, plus capped legal fee reimbursements. Sales will be made under an effective Form S-3 shelf registration statement and a related prospectus supplement, with net proceeds intended for working capital and general corporate purposes.
Classover Holdings, Inc. entered into an At-the-Market Sales Agreement with Chardan Capital Markets LLC, allowing the company to sell, from time to time, up to $9,115,000 of its Class B common stock through the agent as an at-the-market offering under Rule 415.
The company is not obligated to sell any shares and may suspend offers or terminate the agreement, and either party can end it on five business days’ notice. Chardan will receive a 3.0% commission on gross sales, plus capped legal fee reimbursements. Sales will be made under an effective Form S-3 shelf registration statement and a related prospectus supplement, with net proceeds intended for working capital and general corporate purposes.
Classover Holdings, Inc. is offering up to $9,115,000 of Class B common stock in an at-the-market sales arrangement with Chardan Capital Markets LLC dated May 14, 2026. The offering permits sales from time to time on Nasdaq or in other permitted transactions at prevailing market prices.
The sales agent commission is 3.0%. The prospectus supplement states a last reported sale price of $0.5346 per share on May 11, 2026, and reports 7,813,359 shares outstanding as of May 11, 2026 for common stock.
Classover Holdings, Inc. is offering up to $9,115,000 of Class B common stock in an at-the-market sales arrangement with Chardan Capital Markets LLC dated May 14, 2026. The offering permits sales from time to time on Nasdaq or in other permitted transactions at prevailing market prices.
The sales agent commission is 3.0%. The prospectus supplement states a last reported sale price of $0.5346 per share on May 11, 2026, and reports 7,813,359 shares outstanding as of May 11, 2026 for common stock.
Classover Holdings is asking stockholders to approve several major capital and governance changes at its June 4, 2026 virtual annual meeting. The board seeks to amend the charter to boost authorized Class B common shares from 40,000,000 to 2,500,000,000, approve Nasdaq-related issuance of Class B shares on conversion of Series C preferred under an Exchange Agreement, and authorize a reverse stock split of all Class A and Class B shares at a ratio between 1‑for‑2 and 1‑for‑50 to help support Nasdaq listing requirements. Stockholders are also asked to approve the future sale of up to 5,000,000 additional super‑voting Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and to elect five directors. As of the May 8, 2026 record date, 130,701 Class A shares, 6,787,870 Class B shares and 522,801 Series A preferred shares were outstanding, with the Majority Holders controlling about 32.9% of voting power and indicating support for most proposals.
Classover Holdings is asking stockholders to approve several major capital and governance changes at its June 4, 2026 virtual annual meeting. The board seeks to amend the charter to boost authorized Class B common shares from 40,000,000 to 2,500,000,000, approve Nasdaq-related issuance of Class B shares on conversion of Series C preferred under an Exchange Agreement, and authorize a reverse stock split of all Class A and Class B shares at a ratio between 1‑for‑2 and 1‑for‑50 to help support Nasdaq listing requirements. Stockholders are also asked to approve the future sale of up to 5,000,000 additional super‑voting Class A shares to CEO Hui Luo at 150% of the prevailing Class B market price, and to elect five directors. As of the May 8, 2026 record date, 130,701 Class A shares, 6,787,870 Class B shares and 522,801 Series A preferred shares were outstanding, with the Majority Holders controlling about 32.9% of voting power and indicating support for most proposals.
Classover Holdings, Inc. filed a shelf registration statement to offer up to $200,000,000 of Class B common stock, preferred stock, warrants, debt securities and units, to be sold from time to time in one or more offerings. The prospectus states that specific terms, including price and distribution methods, will be set in prospectus supplements.
The filing discloses shares outstanding of 130,701 Class A and 6,649,844 Class B common stock as of April 29, 2026, an existing 17,250,000 Public Warrants outstanding, and an initial $11,000,000 issuance under a $500,000,000 Note Purchase Agreement with conversion features. Proceeds are for working capital and general corporate purposes.
Classover Holdings, Inc. filed a shelf registration statement to offer up to $200,000,000 of Class B common stock, preferred stock, warrants, debt securities and units, to be sold from time to time in one or more offerings. The prospectus states that specific terms, including price and distribution methods, will be set in prospectus supplements.
The filing discloses shares outstanding of 130,701 Class A and 6,649,844 Class B common stock as of April 29, 2026, an existing 17,250,000 Public Warrants outstanding, and an initial $11,000,000 issuance under a $500,000,000 Note Purchase Agreement with conversion features. Proceeds are for working capital and general corporate purposes.
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.
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. 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. 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. 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. 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 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 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.