Classover (KIDZ) Proxy filing summary

Executive summary

• A reverse stock split at a 1-for-10 ratio was effected on June 8, 2026, consolidating every 10 shares into one and eliminating fractional shares by rounding up.

• The Class B common stock began trading on a post-split basis on the Nasdaq Capital Market as of June 8, 2026.

• The annual meeting was adjourned to June 10, 2026, to address updated proposals.

Voting matters and shareholder proposals

• Stockholders will vote on increasing authorized Class B common stock from 4,000,000 to 2,500,000,000 shares.

• A proposal for a reverse stock split of Class A and B shares, at a ratio between 1-for-2 and 1-for-50, remains on the agenda.

• Approval of each proposal requires a majority of voting power present at the meeting, with a quorum defined as one-third of outstanding voting power.

Shareholder rights and capital structure

• The reverse stock split and proposed increase in authorized shares significantly alter the capital structure.

• Fractional shares resulting from the split are rounded up to whole shares.

• The company may consider additional reverse splits in the future to maintain Nasdaq listing compliance.