KIDZ AI Inc 8-K/A, filed Jul 21, 2025
KIDZ AI Inc. (KIDZ)
About this 8-K/A
KIDZ AI Inc filed this 8-K/A on July 21, 2025, reporting on events of April 30, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 18, 2025 (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On July 21, 2025, Classover Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Current Report”) to disclose that the Company entered into an amendment to the previously disclosed Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”). Due to a typographical error, the wrong agreement was filed as an exhibit to the Original Current Report. Accordingly, the Company is amending and restating the Original Current Report to file the correct agreement. Additionally, the Company is updating the Original Current Report to disclose an amendment to the previously disclosed Registration Rights Agreement, dated as of June 6, 2025 by and between the Company and Solana Growth Ventures LLC.
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on April 30, 2025, Classover Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”). Pursuant to the EPFA, subject to certain conditions precedent contained therein, the Company has the right to issue and sell to the Investor, and the Investor shall purchase from the Company, up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.0001 per share (the “Shares”).
On July 21, 2025, the Company and the Investor entered into an amendment to the EPFA (the “EPFA Amendment”) to remove certain limitations that previously existed on the use of proceeds to purchase Solana tokens with proceeds received from the sale of the Shares pursuant to the EPFA.
The foregoing descriptions of the EPFA and EPFA Amendment are not complete and are qualified in their entirety by reference to the full text of the EPFA and EPFA Amendment, copies of which are filed as Exhibits 10.1 and 10.3, respectively, hereto and are incorporated herein by reference.
Additionally, as previously reported, on June 6, 2025, the Company and Solana Growth Ventures LLC entered into a Registration Rights Agreement (the “Registration Rights Agreement”) providing for certain registration rights with respect to certain securities underlying senior secured convertible notes of the Company. On July 18, 2025, the parties entered into a waiver agreement pursuant to which (x) the Filing Deadline (as defined in the Registration Rights Agreement) was extended from 45 calendar days after the Closing Date (as defined in the Registration Rights Agreement) to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline (as defined in the Registration Rights Agreement) was extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date.
The foregoing description of the waiver to the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the waiver, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 21, 2025, the Company issued a press release announcing the launch of a branded Validator node called “KIDZ by Everstake.” The press release is included as Exhibit 99.1 hereto.
The information furnished under this Item 7.01, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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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.
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Dated: July 22, 2025 | By: | /s/ Hui Luo |
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Name: Hui Luo |
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Title: Chief Executive Officer |
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EXHIBIT 10.2
WAIVER AGREEMENT
This letter agreement (this “Agreement”) is entered into as of July 18, 2025, by and between Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Growth Ventures LLC (the “Investor”), with reference to the following facts:
A. Reference is made to (i) that certain Securities Purchase Agreement, dated as of May 30, 2025 (the “Purchase Agreement”), by and between the Company and the Investor, pursuant to which, among other things, the Company may sell to the Investor up to $500.0 million of Senior Secured Convertible Notes of the Company and (ii) that certain Registration Rights Agreement, dated as of June 6, 2025 (the “Registration Rights Agreement”) by and between the Company and the Investor. Capitalized terms used but not defined herein shall have the meaning set forth in the Registration Rights Agreement.
B. The Company desires to obtain a waiver from the Investor to delay the Company’s obligations under Section 2(a) of the Registration Rights Agreement to file the initial Registration Statement registering the resale of the Registrable Securities such that (x) the Filing Deadline shall be extended from 45 calendar days after the Closing Date to 75 calendar days after the Closing Date and (y) the Effectiveness Deadline shall be extended from 135 calendar days after the Closing Date to 150 calendar days after the Closing Date (the “Waiver”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter contained, the Company and the Investor agree as follows:
1. Waiver. The Investor hereby agrees to the Waiver as of the date hereof.
2. Limitation of Waiver. The Waiver set forth in this Agreement constitutes a one-time waiver and is limited to the matters expressly waived herein and should not be construed as an indication that the Investor would be willing to agree to any future modifications to, consent of, or waiver of any of the terms of any other agreement, instrument or security or any modifications to, consents of, or waiver of any default that may exist or occur thereunder.
3. Ratifications. Except as otherwise expressly provided herein, each of the Transaction Documents (as defined in the Purchase Agreement) is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects.
4. Disclosure of Transaction. The Company shall, on or before 8:30 a.m., New York City Time, on or prior to the second business day after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated hereby in the form required by the 1934 Act and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Investor by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. Neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Investor, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), except as required by applicable law, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of the Investor in any filing, announcement, release or otherwise.
5. Miscellaneous Provisions. Articles 8 of the Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.
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IN WITNESS WHEREOF, the Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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CLASSOVER HOLDINGS, INC. |
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| Title: Chief Executive Officer |
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IN WITNESS WHEREOF, Investor and the Company have executed this Agreement as of the date set forth on the first page of this Agreement.
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EXHIBIT 10.3
AMENDMENT TO
EQUITY PURCHASE FACILITY AGREEMENT
This Amendment to the Equity Purchase Facility Agreement is entered into as of July 21, 2025 by and among Classover Holdings, Inc., a Delaware corporation (the “Company”), and Solana Strategic Holdings LLC, a Delaware limited liability company (the “Investor”). Each of the Company and the Investor are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
WHEREAS, the Parties entered into that certain Equity Purchase Facility Agreement, dated as of April 30, 2025 (as may be amended from time to time, the “Original Agreement”), which, among other things, provides for the issuance and sale by the Company to the Investor of up to $400.0 million of the Company’s Class B Common Stock as provided for in the Original Agreement; and
WHEREAS, the Parties desire to amend certain terms of the Original Agreement as set forth below;
WHEREAS, Section 11.02 of the Original Agreement provides that the Original Agreement may be amended by written agreement executed and delivered by each of the Parties;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Amendment to Section 6.14 of the Original Agreement. Section 6.14 of the Original Agreement is hereby amended and restated as follows:
“Use of Proceeds. The proceeds from any sale of Shares by the Company to the Investor hereunder shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to this Agreement, including for working capital purposes for the Company and its Subsidiaries, provided that the Company intends to use up to 80% of the proceeds from the sale of Shares by the Company to the Investor hereunder to purchase and hold Solana tokens. Notwithstanding the foregoing, if it is determined after the date of this Agreement that Solana tokens are considered “securities” by the Securities and Exchange Commission, the Company will review the makeup of its assets and will take such actions as are reasonably necessary to avoid being considered an investment company as defined in the Investment Company Act of 1940, as amended, including disposing of Solana tokens and refraining from purchasing Solana tokens otherwise required to be purchased hereunder. The Company will also not purchase Solana tokens that would result in any violation of any fiduciary obligations of the Company’s Board or that would result in the Company becoming Insolvent. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein to repay any advances or loans to any executives or employees of the Company or any Subsidiary or to make any payments in respect of any related party obligations, including without limitation any payables or notes payable to related parties of the Company or any Subsidiary whether or not such amounts are described on the balance sheets of the Company in any SEC Documents and any Subsidiary or described in any “Related Party Transactions” section of any SEC Documents.”
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2. Interpretation. Capitalized terms not defined herein shall have the meaning ascribed to them in the Original Agreement. On and after the date hereof, each reference in the Original Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Original Agreement shall mean and be a reference to the Original Agreement as amended by this Amendment.
3. No Further Amendments. Except as expressly set forth herein, the Original Agreement shall remain in full force and effect. This Amendment may not be amended or modified except pursuant to a written agreement by the Parties.
4. Counterparts. This Amendment may be executed by the Parties in counterpart, and the executed counterparts shall be deemed by the Parties as a single executed and binding document and may be delivered by email or facsimile to the Parties and their counsel.
5. Miscellaneous. The provisions of Section 8 (Miscellaneous) of the Original Agreement are incorporated herein, mutatis mutandis.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first written above.
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EXHIBIT 99.1
Classover Partners with Everstake to Launch “KIDZ by Everstake” Branded Validator on Solana
NEW YORK, NY / ACCESS Newswire / July 21, 2025 / Classover Holdings, Inc. (NASDAQ:KIDZ) (NASDAQ:KIDZW) (“Classover” or the “Company”), a leading provider of live, interactive online learning, today announced a strategic partnership with Everstake Validation Services (“Everstake”), one of the world’s largest non-custodial staking providers, to jointly launch a Solana (SOL) validator node branded as “KIDZ by Everstake.”
The new validator will be co-managed by Classover and Everstake, with both parties contributing to the validator stake and sharing in all SOL staking rewards. Leveraging Everstake’s institutional-grade infrastructure and proven validator performance, the initiative is designed to ensure secure, high-uptime participation in the Solana network.
This partnership is aligned with Classover’s broader digital asset strategy, which includes expanding staking revenue, accumulating additional SOL, and increasing its SOL Per Share for shareholders. As one of the first publicly traded companies to operate a branded validator with a top-tier service provider, Classover continues to deepen its integration into the Solana ecosystem.
“Classover is emerging as a forward-thinking public company with a clear strategic vision for digital asset adoption. Its commitment to SOL and innovative use of validator infrastructure sets them apart as a leading institutional innovator in the ecosystem.” said David Kinitsky, CEO of Everstake. “This joint validator initiative with Classover marks an important milestone for Everstake, and we will continue to deepen our collaboration as we help power the next phase of growth on SOL and meet the growing demand for institutional-grade Validator-as-a-Service solutions”.
“Everstake is one of the most trusted validator operators in the SOL ecosystem,” said Ms. Luo, CEO of Classover. “This partnership blends operational excellence with capital discipline and serves as a model for how public companies can engage meaningfully in decentralized networks. We believe the “KIDZ by Everstake” validator will eventually represent a significant milestone in our SOL strategy.”
By launching “KIDZ by Everstake,” Classover seeks to strengthen its position as a public company actively contributing to the infrastructure of blockchain networks while building long-term value through its blockchain-native treasury approach.
About Classover
Founded in 2020 and headquartered in New York, Classover has rapidly emerged as a leader in educational technology, specializing in live online courses for K-12 students worldwide. Offering a diverse curriculum tailored to different learning levels and interests, Classover empowers students through personalized instruction, innovative course design, and cutting-edge AI technology. From creativity-driven programs to competitive test preparation, Classover is dedicated to redefining education through accessible, high-quality learning experiences.
About Everstake
Everstake is a leading global non-custodial staking provider serving institutional and retail clients and enabling secure access to over 85 Proof-of-Stake networks. The company is the infrastructure partner of choice for listed companies exploring staking and decentralized finance infrastructure. Founded in 2018 by blockchain engineers, the company supports more than 735,000 delegators, $6.5 billion in staked assets, and 40,000+ active validators — delivering institutional-grade infrastructure with 99.9% uptime and zero material slashing events since inception.
Trusted by asset managers, custodians, wallets, exchanges, and protocols, Everstake offers API-first, compliant infrastructure backed by SOC 2 Type 2 and ISO 27001:2022 certifications, GDPR compliance, and regular smart contract audits. Its globally distributed team of 100+ professionals is committed to making staking accessible to everyone while strengthening the foundations of decentralized finance.
Everstake is a software platform that provides infrastructure tools and resources for users but does not offer investment advice or investment opportunities, manage funds, facilitate collective investment schemes, provide financial services or take custody of, or otherwise hold or manage, customer assets. Everstake does not conduct any independent diligence on or substantive review of any blockchain asset, digital currency, cryptocurrency or associated funds. Everstake's provision of technology services allowing a user to stake digital assets is not an endorsement or a recommendation of any digital assets by it. Users are fully and solely responsible for evaluating whether to stake digital assets.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover’s current beliefs, expectations and assumptions regarding the future of Classover’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover’s control including, but not limited to: Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; Classover’s ability to earn staking rewards as a result of the arrangement with Everstake; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover’s ability to maintain the listing of its securities on Nasdaq; changes in Classover’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover’s ability to attract and retain a large number of customers; Classover’s future capital requirements and sources and uses of cash; Classover’s ability to attract and retain key personnel; Classover’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; and the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors. These risks and uncertainties also include those risks and uncertainties indicated in Classover’s filings with the Securities and Exchange Commission. Classover’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contacts:
Classover Holdings Inc.
ir@classover.com
800-345-9588
Source: Classover Holdings, Inc.