Classover (KIDZ) Proxy filing summary

Executive summary

• Special Meeting will be held virtually in 2026 to vote on four key proposals: increasing authorized Class A shares, approving a Nasdaq-related share issuance, adopting a new equity incentive plan, and ratifying the external auditor.

• Board unanimously recommends voting in favor of all proposals, citing best interests of the company and shareholders.

• Majority Holders, including the CEO and other directors, intend to vote in favor of all proposals.

• Forward-looking statements highlight risks and uncertainties, referencing risk factors in recent SEC filings.

Voting matters and shareholder proposals

• Proposal 1: Amend articles to increase authorized Class A Common Stock from 100,000 to 85,000,000 shares.

• Proposal 2: Approve issuance of Class B shares to Chardan Capital Markets under a $100 million Purchase Agreement, potentially exceeding 19.99% of outstanding shares, as required by Nasdaq rules.

• Proposal 3: Approve the 2026 Equity Incentive Plan, reserving 30,000,000 shares for awards to employees, officers, directors, and consultants.

• Proposal 4: Ratify Bush & Associates CPAs LLC as independent auditor for fiscal year 2026.

• Each proposal requires a majority of voting power present at the meeting for approval.

Board of directors and corporate governance

• Board fixed the record date for voting eligibility and is soliciting proxies for the meeting.

• Board and executive officers collectively hold a significant portion of voting power and have expressed support for all proposals.

• Board recommends voting “FOR” all proposals after careful consideration.