Classover (KIDZ) Proxy Filing summary

Executive summary

• Special meeting scheduled for December 22, 2025, to vote on three key proposals: redomestication to Nevada, adoption of a new long-term incentive equity plan, and a reverse stock split at a ratio between 1-for-2 and 1-for-50, as determined by the board.

• Board unanimously recommends voting in favor of all proposals, citing benefits such as tax savings, improved governance flexibility, and enhanced ability to attract and retain talent.

• Officers, directors, and affiliates control approximately 87.1% of voting power and are expected to vote in favor, ensuring passage of all proposals.

• Forward-looking statements highlight potential risks and uncertainties, with reference to risk factors in recent SEC filings.

Voting matters and shareholder proposals

• Proposals include: (1) redomestication from Delaware to Nevada, (2) approval of the 2025 Long-Term Incentive Equity Plan, and (3) approval of a reverse stock split.

• Each proposal requires a majority vote of common and Series A preferred stock, with abstentions counted as votes against.

• Board recommends voting “FOR” all proposals; officers and directors’ voting power makes approval highly likely.

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

Board of directors and corporate governance

• Board structure allows for a classified board with staggered terms, both under Delaware and Nevada law.

• Directors may be removed only for cause by a two-thirds vote under Nevada law; no cumulative voting rights.

• Board retains authority to fill vacancies and amend bylaws, with certain supermajority requirements post-control change.

• Directors and officers are provided with broad indemnification and limitation of liability under Nevada law.