Classover Holdings, INC. 8-K Filing
Ticker: KIDZW · Form: 8-K · Filed: Dec 22, 2025 · CIK: 2022308
Sentiment: neutral
Filing Stats: 1,462 words · 6 min read · ~5 pages · Grade level 14 · Accepted 2025-12-22 16:45:56
Key Financial Figures
- $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share KIDZ The Nasdaq
- $11.50 — mon Stock, each at an exercise price of $11.50 per share KIDZW The Nasdaq Stock Ma
Filing Documents
- class_8k.htm (8-K) — 50KB
- 0001477932-25-009155.txt ( ) — 183KB
- class-20251222.xsd (EX-101.SCH) — 5KB
- class-20251222_lab.xml (EX-101.LAB) — 16KB
- class-20251222_cal.xml (EX-101.CAL) — 1KB
- class-20251222_pre.xml (EX-101.PRE) — 12KB
- class-20251222_def.xml (EX-101.DEF) — 6KB
- class_8k_htm.xml (XML) — 5KB
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Item 3.03 Material Modification to Rights of Shareholders. 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") and adopted the resolutions of the board of directors of the Company approving the Redomestication, as described in the Company's definitive proxy statement on Schedule 14A for the Special Meeting filed with the Securities and Exchange Commission (the "SEC") on December 10, 2025 (the "Proxy Statement"). The Company intends to effectuate the Redomestication pursuant to the Plan of Conversion by filing (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) articles of conversion with the Nevada Secretary of State and (iii) articles of incorporation with the Nevada Secretary of State (the "Nevada Charter"). The Company will also adopt new bylaws (the "Nevada Bylaws") in connection with the Redomestication. At 11:59 p.m. Eastern Time on the effective date (the "Effective Time"): the Company's domicile will be changed from the State of Delaware to the State of Nevada; the internal affairs of the Company will cease to be governed by the laws of the State of Delaware and instead become governed by the laws of the State of Nevada; and the Company will cease to be govered by the Company's existing amended and restated certificate of incorporation and amended bylaws and instead become governed by the Nevada Charter and the Nevada Bylaws. The Redomestication will not result in any change in the business, jobs, management, properties, location of any of the Company's offices or facilities, number o
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required, the information set forth above under Item 3.03 is hereby incorporated by reference into this Item 5.03.
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Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Special Meeting on December 22, 2025. In accordance with the Company's amended and restated certificate of incorporation as then in effect, the Company's Class A stockholders were entitled to 25 votes per share, the Company's Class B stockholders were entitled to one vote per share and the Company's Series A Preferred stockholders were entitled to one vote per share. The Company's stockholders voted on the following proposals at the Meeting: (1) Proposal No. 1 — The Redomestication Proposal — a proposal to approve the redomestication of the Company's jurisdiction of incorporation from Delaware to Nevada. 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 163,914,209 0 0 0 (2) Proposal No. 2 — The New Incentive Plan Proposal — a proposal to approve and adopt the 2025 Long-Term Incentive Equity Plan. 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 163,914,209 0 0 0 (3) Proposal No. 3 — The Reverse Stock Split Proposal — a proposal to approve a reverse stock split of all of the outstanding shares of the Company's Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, at a ratio, ranging from 1-for-2 to 1-for-50, to be determined by the Company's Board of Directors in its sole discretion. 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 163,914,209 0 0 0 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: Decem