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KIDZ on Nasdaq

KIDZ AI Inc.

American educational services company based in New York1

In its 2026 annual report the company says: “We offer both interest-oriented classes and test preparation courses for various exams and competitions.”3 Its shares trade on Nasdaq under the symbol KIDZ.1

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Last updated Oct 21, 2026.

Overview

Compare with JIADE Ltd, Lixiang Education Holding Co. Ltd. or Visionary Holdings Inc., or pick any stock.

  • TickerKIDZ on Nasdaq1
  • IndustryServices-Educational Services1
  • HeadquartersNew York, New York1
  • Incorporated inDE2
  • Business address450 7Th Avenue, Suite 905, New York, Ny 101232
  • Filer category, Emerging growth company2
  • Legal formCorporation

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We operate through our wholly-owned subsidiary Class Over Inc. We provide comprehensive online interactive live courses for K-12 students in the United States and around the globe. Our curriculum is designed to meet the needs of different age groups and learning levels, covering a wide variety of subjects to enhance students' academic achievements and interest in exploration. We offer both interest-oriented classes and test preparation courses for various exams and competitions. With our innovative approach, we aim to transcend the boundaries of traditional education by offering students a comprehensive set of lifelong skills and capabilities, including creativity, critical thinking, and problem-solving, in an engaging and interactive environment.3 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

57.0%Gross margin4
-106.7%Operating margin4
-209.3%Net margin4
-8.4%Revenue growth, 20254
-186.5%Return on equity4
-$3.8MFree cash flow4

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue43¢$1.4M
  • Research and development2¢$54.5K
  • Other costs55¢$1.9M

Out of $3.4M in revenue.4 The company lost money this year.

Financial statements

Revenue54$3.4M in 2025−100% since 2023
0$500.0M$1.0B$1.5B2023: $1.1B$1.1B20232024: $3.7M$3.7M2024−100%2025: $3.4M$3.4M2025−8%
Gross profit4$1.9M in 2025−7% since 2024
0$1.0M$2.0M$3.0M2024: $2.1M$2.1M20242025: $1.9M$1.9M2025−7%
Operating income4-$3.6M in 2025+331% since 2024
-$4.0M-$3.0M-$2.0M-$1.0M02024: -$833.8K-$833.8K20242025: -$3.6M-$3.6M2025+331%
Net income4-$7.0M in 2025+736% since 2024
-$8.0M-$6.0M-$4.0M-$2.0M02024: -$843.0K-$843.0K20242025: -$7.0M-$7.0M2025+736%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Service revenues$3.4M$3.4M
Consulting revenues (related party)$0$300.0K
Total revenues$3.4M$3.7M
Cost of revenues$1.4M$1.6M
Total cost of revenues$1.4M$1.6M
Gross profit$1.9M$2.1M
Selling and marketing$508.7K$657.0K
General and administrative$4.9M$2.2M
Research and development$54.5K$39.3K
Total operating expenses$5.5M$2.9M
(Loss) from operations-$3.6M-$833.8K
Change in fair value of warrants$546.8K$0
Change in fair value of crypto assets-$1.6M$0
Change in fair value of convertible debt-$807.7K$0
Impairment loss on intangible assets-$1.5M
Financing cost-$473.5K$0
Staking rewards$291.3K$0
Loss on debt extinguishment$0
Interest and other expense$15.7K-$9.2K
Total other income (expense)-$3.5M-$9.2K
(Loss) before provision for income taxes-$7.0M-$843.0K
Provision for income taxes$0$0
Net (loss)-$7.0M-$843.0K

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Corporate structure

KIDZ AI Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of KIDZ AI Inc.

  • Hui Luo Filed SCHEDULE 13D/A on KIDZ AI Inc., latest Aug 7, 2026 (3 filings since Apr 9, 2025)
  • BlackRock Filed SCHEDULE 13G/A on KIDZ AI Inc., latest Jul 30, 2026 (2 filings since Apr 27, 2026)
  • HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on KIDZ AI Inc., latest May 15, 2026 (3 filings since Aug 14, 2025)
  • ARISTEIA CAPITAL, L.L.C. Filed SCHEDULE 13G/A on KIDZ AI Inc., latest Feb 17, 2026 (2 filings since Nov 14, 2025)
  • Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on KIDZ AI Inc., latest Feb 17, 2026 (2 filings since Nov 14, 2025)
  • Goldman Sachs Filed SCHEDULE 13G/A on KIDZ AI Inc., latest Feb 9, 2026 (2 filings since Nov 12, 2025)
  • Jumpstart NYC LLC Filed SCHEDULE 13G/A on KIDZ AI Inc., latest May 13, 2025 (2 filings since May 8, 2025)
  • Camel Bay, LLC Filed SCHEDULE 13G on KIDZ AI Inc., latest Apr 9, 2025
  • KIDZ AI Inc. New York, New York

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What KIDZ AI Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$325.4K4 Dec 31, 2025$324.4K4 Dec 31, 2024+0.3%
Property and equipment, net$154.7K4 Dec 31, 2025$218.6K4 Dec 31, 2024−29.2%
Operating-lease assets (leased space)$1.2M4 Dec 31, 2025$1.6M4 Dec 31, 2024−19.7%

Investments

ItemLatestA year beforeChange
Deposits held (banks)$2.7M4 Dec 31, 2025$47.5K4 Dec 31, 2024+5681.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$4.0M4 Dec 31, 2025$04 Dec 31, 2024

Properties, in its own words

We do no not own any real property. We lease our principal executive offices at 450 7th Avenue, New York, New York 10123 consisting of approximately 7,000 square feet. We consider our current office space sufficient to meet our current needs and that suitable additional space will be available as and when needed.

Item 2 of the 10-K filed Apr 1, 2026.3

Leadership

Who has led KIDZ AI Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Hui Luo2025–now

Chief financial officer

  1. Yanling Peng2025–now
Board members and other officers (4)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorMona Liang named Apr 14, 2025 to Jun 12, 202514
  • DirectorTracy Xia named Apr 14, 2025 to Jun 12, 202514
  • DirectorYan Zhang named Apr 14, 2025 to Jun 12, 202514

Former names

  • Classover Holdings, Inc.May 13, 2024 to May 29, 20262

Timeline

  1. Sep 17, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares15
  2. Sep 10, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote16
  3. Aug 13, 20268-K Results of operations17
  4. Aug 11, 20268-K Change to shareholders' rights18
  5. Jul 28, 20268-K Other events19
  6. Jul 27, 20268-K Regulation FD disclosure20
  7. Jul 21, 20268-K Entered a material agreement; Regulation FD disclosure21
  8. Jul 6, 20268-K Regulation FD disclosure22
  9. Jun 10, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote23
  10. Jun 4, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed24
  11. Jun 2, 20268-K Regulation FD disclosure25
  12. May 29, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares26
  13. Apr 9, 2025New chief executive Hui Luo becomes CEO9

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202627

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results17
  2. Nov 13, 2025Reported quarterly or annual results28

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

177 filings to the SEC since October 2021: 2 annual reports, 5 quarterly reports, 45 major events, 12 insider forms, 17 large holders, 2 private raises, 94 other. The latest 20:

  1. Sep 17, 20268-K EDGAR
  2. Sep 10, 20268-K EDGAR
  3. Aug 21, 2026DEF 14A EDGAR
  4. Aug 13, 20268-K EDGAR
  5. Aug 13, 202610-Q EDGAR
  6. Aug 12, 20264 PRIMARY DOCUMENT EDGAR
  7. Aug 12, 20263 PRIMARY DOCUMENT EDGAR
  8. Aug 11, 20268-K EDGAR
  9. Aug 7, 2026SCHEDULE 13D/A EDGAR
  10. Aug 3, 2026PRE 14A EDGAR
  11. Jul 30, 2026SCHEDULE 13G/A EDGAR
  12. Jul 28, 20268-K EDGAR
  13. Jul 27, 20268-K EDGAR
  14. Jul 22, 2026EFFECT EDGAR
  15. Jul 22, 2026424B4 EDGAR
  16. Jul 21, 20268-K EDGAR
  17. Jul 16, 2026S-1/A EDGAR
  18. Jul 6, 20268-K EDGAR
  19. Jun 29, 2026S-1 EDGAR
  20. Jun 22, 2026SCHEDULE 13D/A EDGAR

The 177 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 0 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 10, 2026HRT FINANCIAL LP10% ownerSale92,271$0.40$36.9KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Money raised

Private offerings the company reported to the SEC on Form D.

  1. Jun 12, 2025Raised $11 million in a private offering of debt Form D: $500 million offered in all Form D
  2. Apr 4, 2025Raised $3.2 million in a private offering of equity Form D: $5 million offered in all Form D

SEC filer profile

How KIDZ AI Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARKIDZ AI Inc.1
  • CIK0002022308
  • Employer ID (EIN)99-28271823
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inNevada3
  • Fiscal year endsDecember 311
  • Industry code (SIC)8200 Services-Educational Services1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address450 7Th Avenue, Suite 905, New York, NY 101231
  • Phone800-345-95881
  • Shares outstanding1,174,718 shares as of Mar 31, 20263
  • Public float$3.3M as of Jun 30, 20253
  • AuditorBush & Associates CPA LLC, Las Vegas, Nevada PCAOB ID 6797; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceMay 13, 20241
  • Filings177 in all: 8-K (43), UPLOAD (15), CORRESP (12), 424B3 (9), 3 (8), EFFECT (7), SCHEDULE 13G (7), SCHEDULE 13G/A (7)1
    All 36 form types

    S-1/A (6), 10-Q (5), S-4/A (5), 4 (4), DEF 14A (4), DRS/A (4), DRSLTR (4), PRE 14A (4), S-1 (4), POS AM (3), 10-K (2), 424B4 (2), 424B5 (2), 8-A12B/A (2), 8-K/A (2), D (2), S-8 (2), SCHEDULE 13D/A (2), 425 (1), 8-A12B (1), CERT (1), DEFA14A (1), DRS (1), NT 10-K (1), NT 10-Q (1), S-3 (1), S-4 (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Aug 21, 2026
    Latest 8-K (8-K) Sep 17, 2026

Securities registered for trading

ClassSymbolExchange
Class B Common Stock, par value $0.0001 per shareKIDZNasdaq
Redeemable warrants, each whole warrant exercisable for one share of Class B Common Stock, each at an exercise price of $575.00 per shareKIDZWNasdaq

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks KIDZ AI Inc. names in Item 1A of its 10-K filed Apr 1, 2026: 48 risks under these headings, as written.3

  • Risks Relating to the Company’s Business and Industry
  • If we are not able to continue to attract students to purchase our courses and to increase the spending of our students, our business and prospects will be materially and adversely affected.
  • Our business depends on the continued success of our brand, and if we fail to maintain and enhance the recognition of our brand, we may face difficulty attracting students to our online after-school tutoring service, and our reputation and operating results may be harmed.
  • We face competition from established as well as other emerging companies, which could divert customers to our competition, result in pricing pressure, reduced operating margins, loss of market share, departure of qualified teachers and significantly reduce our revenue.
  • We face significant competition, which could increase our customer acquisition cost, cause us to lose students to our competitors, lead to pricing pressure and loss of market shares, and significantly reduce our net revenues.
  • If we are not able to continue to recruit, train and retain a sufficient number of qualified teachers, our business, financial conditions and operating results may be materially and adversely affected.
  • The vast majority of our teachers are engaged as independent contractors, not employees, and if federal or state law mandates that they be classified as employees, our business may be adversely impacted
  • Students may decide not to continue taking our courses for a number of reasons, including a perceived lack of improvement in their academic performance or general dissatisfaction with our courses, which may adversely affect our business, financial condition, results of operation and reputation.
  • We may not be successful in our expansion of courses in our exploration of additional educational services.
  • We may not be able to maintain or increase our course fee levels.
  • Many of our students are minors, which may subject us to significant and/or heightened litigation risks, regulatory scrutiny, and reputational damage.
  • Tuition refunds or potential refund disputes may negatively affect our cash flows, financial condition, and reputation.
The other 37 risks
  • We will need to raise additional funds to execute on our current business plans. These funds may not be available to us when we need them on favorable terms or at all. If we cannot raise additional funds when needed, our operations and prospects could be negatively affected.
  • We have incurred, and in the future may continue to incur, net losses.
  • Our financial statements contain disclosure regarding the substantial doubt about our ability to continue as a going concern.
  • We have a limited operating history and operate in a rapidly evolving industry, which makes it difficult to evaluate our business and future prospects and increases the risk of your investment.
  • We have grown rapidly and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, the success of our business model will be compromised.
  • Certain aspects of our business and ability to grow are seasonal and cyclical, which may cause our current business plans to change and our operating results and revenues to fluctuate. As a result, we may fail to meet the expectations of securities analysts and investors, which could cause Company’s stock price to decline.
  • As a result of becoming a public company, we will be obligated to develop and maintain proper and effective internal control over financial reporting. Our management has limited experience in operating a public company.
  • We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices.
  • The dual-class structure of the Company’s Common Stock as contained in the Company’s amended and restated certificate of incorporation has the effect of concentrating voting control with those stockholders who held our capital stock prior to the Business Combination, including our directors, executive officers and their respective affiliates.
  • Our estimates of the size of our addressable market may prove to be inaccurate.
  • We face risks related to natural and other disasters, health epidemics, and other extraordinary events, such as the COVID-19 pandemic, which could significantly disrupt our operations.
  • We may be exposed to cyberattacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) and other cybersecurity threats that may impact our networks or systems.
  • Changes in laws or regulations relating to consumer data privacy could materially and adversely affect our business.
  • Failure to maintain the trademark for the name "Classover" and our business logo could materially and adversely affect our business.
  • The Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Nevada will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with Company or its directors, officers, employees or stockholders.
  • Changes in applicable tax laws, regulations or administrative interpretations thereof may materially adversely affect our financial condition, results of operations and cash flows.
  • Public Company and Financial Reporting Risks
  • We will incur increased costs and obligations as a result of being a public company.
  • The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
  • If we fail to establish and maintain proper and effective internal control over financial reporting, as a public company, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Common Stock may decline.
  • Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.
  • We are an “emerging growth company,” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make the Company’s securities less attractive to investors, which could have a material and adverse effect on us, including our growth prospects.
  • As a “smaller reporting company” we are permitted to provide less disclosure than larger public companies which may make our common stock less attractive to investors.
  • Risks Relating to Ownership of our Common Stock
  • Our stock price may be volatile and may decline regardless of our operating performance.
  • An active trading market for our Common Stock and Public Warrants may not be sustained.
  • Nasdaq may delist our Common Stock and Public Warrants from listing on such exchange.
  • Future sales of shares by existing stockholders could cause our stock price to decline.
  • If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business, or its market, or if they change their recommendations regarding our Common Stock adversely, the trading price or trading volume of our Common Stock could decline.
  • We may become involved in litigation, including securities class action litigation relating to the Business Combination that may materially adversely affect us.
  • Servicing our indebtedness, including the Notes, may require a significant amount of cash, and the restrictive covenants contained in the documents that govern our indebtedness could adversely affect our business plan, liquidity, financial condition, and results of operations.
  • We do not intend to pay dividends for the foreseeable future.
  • We may issue additional shares of Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of our Common Stock.
  • Risks related to our Solana Holdings
  • We may be subject to regulatory developments related to crypto assets and crypto asset markets, which could adversely affect our business, financial condition, and results of operations.
  • Regulatory change reclassifying Solana as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940, as amended, or the 1940 Act, and could adversely affect the market price of Solana and the market price of our Common Stock.
  • Our financial results and the market price of our Common Stock may be affected by the prices of Solana.
  • We face risks relating to the custody of our Solana tokens, including the loss or destruction of private keys required to access our Solana tokens and cyberattacks or other data loss relating to our Solana tokens, including smart contract related losses and vulnerabilities.
  • If we or our third-party service providers experience a security breach or cyberattack and unauthorized parties obtain access to our Solana, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our Solana and our financial condition and results of operations could be materially adversely affected.
  • We face other risks related to our Solana treasury reserve business model.

Legal proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

The opening of Item 3, Legal Proceedings.3

Sources

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    SEC EDGAROther events
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