Classover (KIDZ) Registration filing summary

Company overview and business model

• Operates through subsidiary Class Over Inc., providing online interactive live courses for K-12 students globally, with a curriculum spanning interest-oriented and test prep classes.

• Strategic focus on AI-powered education, including AI robotics, personalized learning agents, data training, and compute infrastructure.

• Aims to deliver lifelong skills such as creativity and problem-solving via online one-on-one and small-class formats.

• Recently rebranded to KIDZ AI Inc. and maintains its Nasdaq listing under the symbol “KIDZ.”

Financial performance and metrics

• As of June 24, 2026, 2,055,159 shares of Common Stock were outstanding.

• No dividends have been paid to date; future earnings are expected to be retained for operations and expansion.

Use of proceeds and capital allocation

• May receive up to $100 million in gross proceeds from Chardan Capital Markets LLC under the ChEF Purchase Agreement.

• Proceeds are intended for working capital and general corporate purposes, with broad discretion over allocation.