KIDZ AI Inc 8-K, filed Jul 18, 2025
KIDZ AI Inc. (KIDZ)
About this 8-K
KIDZ AI Inc filed this 8-K on July 18, 2025.
Items reported
- Item 1.02: Ended a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the previously consummated business combination between Classover Holdings, Inc. (the “Company”), Battery Future Acquisition Corp (“BFAC”) and Class Over Inc. (“Class Over”), certain of the securityholders of Class Over agreed not to transfer, assign or sell the shares of Class B Common Stock of the Company to be held by such securityholders following the closing of the business combination until October 4, 2025. In order to increase the liquidity and public float of the Company’s securities, the Company has determined to terminate such restrictions and as a result, the holders may now freely sell their shares of Class B Common Stock.
The restrictions on transfer from the business combination applicable to the Company’s officers and directors and their affiliates, as well as the restrictions on transfer applicable to the initial shareholders of BFAC that were agreed to in connection with BFAC’s initial public offering, remain in place and are not changed.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information disclosed under Item 5.07 is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 18, 2025, the Company held a special meeting of stockholders (the “Meeting”). An aggregate of 6,535,014 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and an aggregate of 824,429 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”), which represented a quorum of the outstanding common stock entitled to vote as of the record date of June 23, 2025, were represented in person (virtually) or by proxy at the Meeting. Each share of Class A Common Stock has the voting power of twenty-five votes and each share of Class B Common Stock has the voting power of one vote.
The Company’s stockholders voted on the following proposals at the Meeting:
(1) Proposal No. 1 — The Nasdaq Proposal — a proposal to approve the issuance of certain shares of the Company’s Class B common stock in connection with that certain Equity Purchase Facility Agreement, dated April 30, 2025, by and between the Company and Solana Strategic Holdings LLC, and that certain Securities Purchase Agreement, dated May 30, 2025, by and between the Company and Solana Growth Ventures LLC, as required by the listing rules of the Nasdaq Stock Market. The following is a tabulation of the votes with res pect to this proposal, which was approved by the Company’s stockholders:
For |
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| Abstain |
| Broker Non-Votes |
164,084,286 |
| 111,908 |
| 3,585 |
| 0 |
(2) Proposal No. 2 — The Authorized Share Proposal — a proposal to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the total number of shares of Class B Common Stock the Company is authorized to issue from 450,000,000 shares to 2,000,000,000 shares. 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 |
164,078,048 |
| 117,446 |
| 4,285 |
| 0 |
A fuller description of the proposals is set forth on pages 9 to 18 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 30, 2025 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
A certificate of amendment reflecting the amendment to the Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on July 18, 2025 and became effective on such date.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Certificate of Amendment to Amended and Restated Certificate of Incorporation | |
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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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 18, 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 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CLASSOVER HOLDINGS, INC.
Pursuant to Section 242 of the
General Corporation Law of Delaware
The undersigned Chairperson of the Board and Chief Executive Officer of Classover Holdings, Inc. (the “Corporation”) does hereby certify:
FIRST: The name of the Corporation is Classover Holdings, Inc.
SECOND: The Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article FOURTH in its entirety and by substituting the following new first paragraph of Article FOURTH in lieu thereof:
“FOURTH: The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 2,060,000,000 of which (i) 2,050,000,000 shares shall be Common Stock of the par value of $0.0001 per share (“Common Stock”), representing (a) 50,000,000 shares of Class A Common Stock (“Class A Common Stock”) and (b) 2,000,000,000 shares of Class B Common Stock (“Class B Common Stock”), and (ii) 10,000,000 shares shall be Preferred Stock of the par value of $0.0001 per share..”
THIRD: The foregoing amendment to the Corporation’s certificate of incorporation was duly adopted in accordance with the provisions of Sections 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned has signed this certificate of amendment on this 18th day of July, 2025.
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| /s/ Hui Luo |
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| Hui Luo |
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| Chairperson of the Board and Chief Executive Officer |
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