Classover Holdings, Inc. 8-K

What Happened

• On December 22, 2025, Classover Holdings, Inc. (Nasdaq: KIDZ; warrants KIDZW) held a special meeting where stockholders approved a plan to redomesticate the company from Delaware to Nevada via a plan of conversion. The company intends to file a certificate of conversion in Delaware and articles of conversion and incorporation in Nevada and will adopt a Nevada charter and Nevada bylaws. At the Effective Time (defined as 11:59 p.m. Eastern Time on the effective date), the company’s domicile and governing law will change from Delaware to Nevada.
• At the Effective Time each outstanding share of the company’s Class A and Class B common stock and each outstanding share of Series A and Series B preferred stock will convert automatically, on a 1-for-1 basis, into the equivalent Nevada corporation shares; outstanding warrants will convert into warrants to purchase the equivalent Nevada Class B common stock. Stockholders will not need to exchange physical certificates. The company also will enter into new indemnification agreements for officers and directors under Nevada law.

Key Details

• Date of vote: December 22, 2025; voting record for each proposal: For 163,914,209 | Against 0 | Abstain 0 | Broker Non-Votes 0.
• Proposals approved at the special meeting:
  • Redomestication from Delaware to Nevada.
  • Adoption of the 2025 Long-Term Incentive Equity Plan.
  • Authorization to effect a reverse stock split of Class A and Class B common stock at a ratio to be determined by the board, between 1-for-2 and 1-for-50.
• Corporate filings planned: Delaware certificate of conversion, Nevada articles of conversion and Nevada articles of incorporation; new Nevada bylaws to be adopted. Nasdaq trading symbols remain KIDZ (common) and KIDZW (warrants).

Why It Matters

• Governance change: Redomestication shifts the company’s internal governance from Delaware law to Nevada law, which may alter certain stockholder rights and corporate procedures described in the proxy; the filing notes specific stockholder rights will change and refers investors to the proxy statement for details.
• Capital-structure impact: The board now has authorization to implement a reverse stock split (1-for-2 up to 1-for-50), which can reduce outstanding share count and increase per-share price but may also affect liquidity; shareholders should watch for any future board action specifying the split ratio and timing.
• Compensation and protections: Approval of the new long-term incentive plan enables additional equity awards for employees/executives; new indemnification agreements under Nevada law will govern officer/director protections after conversion.
• Business continuity: The filing states the redomestication will not change the company’s business, management, offices, employees, assets, liabilities or material contracts (aside from redomestication costs). Investors should review the company’s proxy statement for the full discussion of changed stockholder rights under Nevada law.