Classover (KIDZ) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 10, 2026, to vote on four key proposals: increasing authorized Class A shares, approving a Nasdaq-related share issuance, adopting a new equity incentive plan, and ratifying the external auditor for 2026.

• Board and major shareholders, holding about 40% voting power, intend to vote in favor of all proposals and recommend approval to all shareholders.

• Proposals are designed to provide flexibility for future capital raising, employee incentives, and compliance with Nasdaq rules.

Voting matters and shareholder proposals

• Proposal to amend articles of incorporation to increase authorized Class A Common Stock from 100,000 to 85,000,000 shares.

• Proposal to approve issuance of Class B shares to Chardan Capital Markets under a $100 million Purchase Agreement, potentially exceeding 19.99% of outstanding shares.

• Proposal to adopt the 2026 Equity Incentive Plan, reserving 30,000,000 shares for awards to employees, officers, directors, and consultants.

• Proposal to ratify Bush & Associates CPAs LLC as independent auditor for fiscal year 2026.

Board of directors and corporate governance

• Board unanimously recommends voting “FOR” all proposals.

• Board has authority to issue additional shares and administer the new incentive plan, subject to shareholder approval.

• Major shareholders, including directors and officers, collectively control about 40% of voting power.