Business Context and Reporting Period
This Form 8-K is filed by KIDZ AI Inc. (formerly Classover Holdings, Inc.), an emerging growth company incorporated in Nevada. The report covers events occurring between May 26, 2026, and May 29, 2026. The company operates in the artificial intelligence sector and trades on The Nasdaq Stock Market LLC under the ticker symbols KIDZ (Class B Common Stock) and KIDZW (Redeemable warrants).
Key Financial Metrics and Capital Structure
The filing details a specific financing transaction rather than periodic financial performance metrics (revenue, profit, or cash flow are not reported in this document).
- Debt Issuance: The company sold $600,000 principal amount of Additional Notes in an Additional Closing concurrent with the filing.
- Interest Rate: The Additional Notes bear interest at 7% per annum, payable quarterly in cash, additional Notes, or Common Stock at the Company's option.
- Security: The Notes are senior secured, ranking senior to all other indebtedness, and are secured by a first priority perfected security interest in all existing and future assets, including cryptocurrency purchased with proceeds.
- Conversion Terms: Notes are convertible into Class B Common Stock at an initial conversion price of 120% of the closing price on the trading day prior to the closing date.
- Maturity: The Notes are due on the two-year anniversary of issuance.
Material Changes and Agreements
The filing reports three primary material changes:
- Amendment to Purchase Agreement: On May 28, 2026, the Company amended its May 30, 2025, Securities Purchase Agreement. The amendment clarifies that proceeds from Additional Closings must be deposited into a Control Account until the Company complies with the "Available Cash Test." Remaining proceeds are restricted to working capital or AI-related capital expenditures. The amendment also revised definitions for Permitted ELOC/ATM, Permitted Indebtedness, and Permitted Liens.
- Corporate Name Change: On May 26, 2026, the Company filed a Certificate of Change to officially rename itself from "Classover Holdings, Inc." to "KIDZ AI Inc."
- Capital Raise: The execution of the $600,000 Additional Notes closing represents a new direct financial obligation.
Outlook, Risks, and Contingencies
Use of Proceeds: Proceeds from the Additional Notes are restricted. Funds must be held in a Control Account until the Company meets the Available Cash Test; thereafter, they are designated for working capital or AI operations. The filing notes that proceeds may be used to purchase cryptocurrency, which is explicitly included in the collateral security interest.
Risks and Contingencies: The financing is subject to the "Available Cash Test," which acts as a liquidity covenant. Failure to comply could restrict access to proceeds. The debt is secured by all company assets, including future assets and cryptocurrency holdings, creating a significant lien on the company's balance sheet.
Management Commentary: The filing references a press release issued on May 29, 2026, regarding these transactions, though the text of the press release is not included in the summary.
Investor Verification Checklist
- Verify the current status of the "Available Cash Test" to determine if proceeds from future closings are restricted to the Control Account.
- Review the full text of the First Amendment (Exhibit 10.1) and Additional Note (Exhibit 10.2) for specific definitions of Permitted Indebtedness and Liens.
- Confirm the valuation and ownership of cryptocurrency assets held by the company, as these are pledged as collateral.
- Monitor the conversion price adjustments and the potential dilution impact of the 7% interest payable in stock.
- Check for any subsequent filings regarding the remaining $339 million (sole option) and $150 million (mutual agreement) capacity under the original Purchase Agreement.