Classover (KIDZ) Proxy Filing summary

Executive summary

• Special meeting scheduled for July 18, 2025, to vote on two key proposals: the Nasdaq Proposal and the Authorized Share Proposal.

• Nasdaq Proposal seeks approval to issue Class B Common Stock in connection with $400M EPFA and $500M Note Purchase Agreement, potentially exceeding 19.99% of outstanding shares.

• Authorized Share Proposal aims to increase authorized Class B Common Stock from 450M to 2B shares to support financing, equity compensation, and strategic acquisitions.

• Majority Holder and insiders control 91% of voting power and have agreed to vote in favor, ensuring passage of both proposals.

• Board unanimously recommends voting “FOR” both proposals, citing best interests of the company and shareholders.

Voting matters and shareholder proposals

• Proposals include approval of share issuance under Nasdaq rules and amendment to increase authorized shares.

• Voting power is heavily concentrated; Hui Luo and insiders hold 28% of shares and 91% of voting power.

• Board recommends voting “FOR” both proposals; abstentions count as votes against.

• Stockholder proposals for annual meetings require advance notice per bylaws.

Board of directors and corporate governance

• Board approved both proposals and recommends shareholder approval.

• Board has discretion to issue additional shares without further shareholder approval unless required by law or exchange rules.