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Classover Holdings ( (KIDZ) ) has provided an update.
On December 29, 2025, Classover Holdings Inc. entered into an exchange agreement with an institutional holder of its senior secured convertible notes, under which $2 million of notes (including principal and interest) were immediately exchanged for 2,000 shares of a newly created Series C Convertible Preferred Stock, with the potential for additional note exchanges into Series C shares subject to mutual consent and customary conditions. The Series C Preferred Stock carries a $1,000 stated value per share, a 7% annual dividend generally payable in common stock, senior ranking to common and Series A preferred equity, and multiple conversion features tied to a fixed price of $0.2029 per share, a floor price mechanism and down-round adjustments, alongside tight covenants on new indebtedness, equity issuances, redemptions and corporate transactions, and the company must secure shareholder approval by March 31, 2026 for all common shares issuable upon conversion to comply with Nasdaq rules. Separately, on December 22–24, 2025, the company completed a redomestication from Delaware to Nevada via a plan of conversion, under which each outstanding share and warrant of the former Delaware entity was converted on a one-for-one basis into equivalent Nevada securities without requiring shareholders to exchange certificates, with no change to the company’s business operations, assets, liabilities, contracts, management or Nasdaq listings, though certain shareholder rights and governance provisions now reflect Nevada law.
More about Classover Holdings
Classover Holdings Inc., which trades on Nasdaq under the symbols “KIDZ” and “KIDZW,” is a Nevada-incorporated company with multiple classes of common and preferred stock outstanding, including Series A and Series B convertible preferred shares, and focuses on maintaining access to U.S. capital markets through its listed equity and warrants. The company recently redomesticated from Delaware to Nevada, adopting a new charter and bylaws while preserving its existing business operations, management, contracts, employee base and trading status on the Nasdaq Capital Market.
Average Trading Volume: 1,413,139
Technical Sentiment Signal: Sell
Current Market Cap: $6.24M
Learn more about KIDZ stock on TipRanks’ Stock Analysis page.