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Get filing alertsKIDZ AI issues $600K in senior secured notes, amends debt facility terms
Filed May 29, 2026 · Period ending May 30, 2025 · ~1 min read
Key Changes
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Company sold $600,000 in senior secured convertible notes with 7% interest, convertible to Class B stock at 120% of prior day's closing price. Notes are secured by first-priority liens on all company assets including subsidiaries and cryptocurrency.
Item 1.01 verify on EDGAR → -
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Amended existing convertible note facility to require proceeds from future note sales be deposited in control account until company meets Available Cash Test, then usable for working capital or AI-related capital expenditures.
Item 1.01 verify on EDGAR → -
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Company changed corporate name from Classover Holdings, Inc. to KIDZ AI Inc. effective May 26, 2026 via certificate of change to certificate of incorporation.
Item 5.03 verify on EDGAR →
Summary
KIDZ AI Inc. (formerly Classover Holdings) drew $600,000 from its existing $500 million convertible note facility, issuing senior secured notes that convert to stock at a 20% premium to market. The notes carry 7% annual interest and are backed by first-priority liens on essentially all company assets, giving creditors strong protections but potentially limiting the company's financial flexibility.
This is a small drawdown on the available facility, which still has up to $339 million remaining. The company simultaneously amended the facility's terms to impose tighter controls on how future proceeds can be used. New money must now sit in a control account until the company meets an undefined "Available Cash Test," after which funds can be used for working capital or AI operations.
This suggests the lender is concerned about cash management and wants oversight until certain liquidity thresholds are met. Retail investors should watch whether the company continues drawing on this facility and at what pace, as frequent drawdowns could signal cash burn issues. The conversion premium of 120% means noteholders expect significant stock price appreciation before converting, which could indicate confidence or simply reflect negotiated terms in a challenging financing environment.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Company issued press release announcing entry into an Amendment and issuance of Additional Notes.
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On May 29, 2026, the Company issued a press release announcing its entry into the Amendment and issuance of the Additional Notes.
The company disclosed it entered into an Amendment and issued Additional Notes, as announced via press release on May 29, 2026.The press release referenced as Exhibit 99.1 would contain the substantive details.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On May 26, 2026, the Company filed a certificate of change to the Company’s certificate of incorporation (“Certificate of Change”) to change the Company’s name from “Classover Holdings, Inc.” to “KIDZ AI Inc.”
The company officially changed its corporate name from Classover Holdings, Inc. to KIDZ AI Inc. by filing a certificate of change to its certificate of incorporation on May 26, 2026. This is a formal legal name change that will affect how the company is identified in all corporate documents and filings going forward.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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On May 28, 2026, the Company and the Buyer entered into a first amendment to the Purchase Agreement (the “Amendment”). Pursuant to the Amendment, among other things, the use of proceeds provided for upon the sale of Additional Notes at Additional Closings was modified to clarify that such proceeds shall be deposited into the Control Account (as defined in the Purchase Agreement) until the Company is compliant with the Available Cash Test (as defined in the Note) and the remainder of the proceeds shall be used for working capital or capital expenditures related to artificial intelligence operations; provided that none of the net proceeds from Additional Closings will be required to be deposited into the Control Account for as long as the Company is in compliance with the Available Cash Test.
The company amended its existing $500 million convertible note facility to change how proceeds from future note sales must be used. Previously undefined, proceeds must now go into a control account until the company meets an Available Cash Test, after which funds can be used for working capital or AI-related capital expenditures. However, if the company already meets the cash test, no deposit is required. The amendment also revised terms related to permitted debt, liens, and equity line facilities.
Added in current filing · verify on EDGAR →
Interest is payable under the Additional Notes at a rate of 7% per annum and is payable, quarterly, at the option of the Company in cash, through the issuance of additional Notes or, under certain situations, through the issuance of shares of Common Stock. The Additional Notes will rank senior to all outstanding and future indebtedness of the Company and its subsidiaries (subject to certain exceptions contained in the Additional Notes) and will be secured by a first priority perfected security interest in all of the existing and future assets of the Company and its direct and indirect subsidiaries, including all of the capital stock of each of the subsidiaries and the cryptocurrency purchased with the proceeds of the Additional Notes.
The notes carry 7% annual interest payable quarterly, with the company having flexibility to pay $500 million in cash, additional notes, or stock. The notes are senior secured debt with first-priority liens on essentially all company assets including subsidiaries' stock and any cryptocurrency purchased with note proceeds. This gives noteholders strong creditor protections but subordinates other debt and could limit the company's financial flexibility. The notes mature in two years unless converted or repaid earlier.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Concurrently with the entering into the Amendment, the Company sold to the Buyer at an Additional Closing an aggregate of $600,000 principal amount of Additional Notes. The Additional Notes will be convertible into Class B common stock, par value $0.0001 per share (“Common Stock”), of the Company at the option of the holder at an initial conversion price equal to 120% of the closing price of the Common Stock on the trading day immediately prior to the closing date, subject to adjustment as provided for in the Additional Notes.
The company issued $600,000 in additional senior secured convertible notes under its existing facility. These notes convert to Class B common stock at 120% of the prior trading day's closing price, meaning conversion would occur at a premium to the then-current market price. This represents a small drawdown on the company's available $339 million facility (with potential for up to $150 million more by mutual agreement).
Event · Item 2.03 — Creation of a Direct Financial Obligation
Company created a direct financial obligation, details incorporated by reference from Item 1.01.
Added in current filing · verify on EDGAR →
Information regarding the creation of a direct financial obligation set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed the creation of a direct financial obligation under Item 2.03. The specific terms and details of this obligation are referenced in Item 1.01 of the same 8-K filing, which is not included in the provided text. This typically indicates new debt, credit facility, loan agreement, or similar financing arrangement.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Unregistered equity securities sold; details incorporated by reference from Item 1.01.
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Information regarding unregistered sales of securities set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The company disclosed an unregistered sale of equity securities under Item 3.02. The specific details of the transaction, including the nature of the securities, the purchasers, and the consideration received, are referenced in Item 1.01 of this same 8-K filing but are not provided in the excerpt shown here.
Event · Item 9.01 — Financial Statements and Exhibits
8-K discloses Certificate of Change, amendment to Securities Purchase Agreement, and additional note issuance.
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Certificate of Change
The company filed a Certificate of Change as Exhibit 3.1. This typically relates to amendments to corporate charter documents such as changes to authorized shares, par value, or corporate name. The specific nature of the change is not detailed in the 8-K body but would be contained in the exhibit itself.
Added in current filing · verify on EDGAR →
Form of First Amendment to Securities Purchase Agreement
The company executed a First Amendment to a Securities Purchase Agreement (Exhibit 10.1). This modifies the terms of a prior securities purchase transaction, potentially affecting pricing, timing, conditions, or other material terms of the securities sale. The specific amendments are not detailed in the 8-K body.
Added in current filing · verify on EDGAR →
Form of Additional Note
The company issued an Additional Note (Exhibit 10.2), representing new debt financing. This increases the company's debt obligations and may affect its capital structure, interest expense, and financial leverage. The terms, amount, and conditions of the note are not specified in the 8-K body.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify