Classover Holdings, Inc. 8-K

What Happened

• Classover Holdings, Inc. (KIDZ) announced on May 14, 2026 that it entered into an At-the-Market (ATM) Sales Agreement with Chardan Capital Markets LLC to offer and sell, from time to time, up to $9,115,000 of its Class B common stock. The company’s shelf registration on Form S-3 (File No. 333-295491) was declared effective by the SEC on May 12, 2026, and a prospectus supplement dated May 14, 2026 was filed.

Key Details

• Offering size: up to $9,115,000 of Class B common stock under an ATM facility.
• Sales agent: Chardan Capital Markets LLC; commission of 3.0% of gross sales.
• Legal fee reimbursements: up to $20,000 at execution and up to $2,500 per calendar quarter thereafter under certain conditions.
• Terms: Company has no obligation to sell shares and may suspend the offering; the Agreement can be terminated by either party (five business days’ notice or immediately in certain circumstances). Proceeds intended for working capital and general corporate purposes.

Why It Matters

• This ATM gives Classover flexible access to capital: the company can raise cash as needed without a single large offering. Any shares sold under the program would increase the number of outstanding shares and could dilute existing shareholders. The agreement’s size, agent fees, and the company’s stated use of proceeds are material facts for investors evaluating near-term financing and potential dilution.