Classover (KIDZ) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2026, to vote on five key proposals, including amendments to the charter, stock issuances, a reverse stock split, and director elections.

• Board recommends voting in favor of all proposals, citing alignment with company and shareholder interests.

• Majority Holders, representing 32.9% of voting power, intend to support most proposals.

• Forward-looking statements highlight risks and uncertainties, especially regarding future stock issuances and market conditions.

Voting matters and shareholder proposals

• Proposals include: increasing authorized Class B shares, issuing shares under an Exchange Agreement, a reverse stock split (1-for-2 to 1-for-50), sale of up to 5,000,000 Class A shares to the CEO, and election of five directors.

• Each proposal has specific voting requirements; abstentions count as votes against.

• Board unanimously recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Board consists of five directors, all nominated for re-election.

• Hui Luo holds majority voting power, making the company a "controlled company" under Nasdaq rules, though all governance requirements are currently met.

• Board committees include Audit, Compensation, and Nominating & Governance, each with defined responsibilities and independent members.

• Code of Business Conduct and Ethics and insider trading policy are in place.