Classover (KIDZ) Registration filing summary

Company overview and business model

• Operates through a wholly-owned subsidiary providing online interactive live courses for K-12 students globally, with a curriculum spanning interest-oriented and test preparation classes.

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

• Aims to foster creativity, critical thinking, and problem-solving through online one-on-one and small-class formats.

Financial performance and metrics

• As of July 14, 2026, 2,055,159 shares of Common Stock were issued and outstanding.

• No cash 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 the sale of newly issued shares to Chardan under the Purchase Agreement.

• Net proceeds are expected to be used for working capital and general corporate purposes, with broad discretion over allocation.