Unregistered Sales of Equity Securities. The information regarding the unregistered sale of securities set forth under

Entry into a Material Definitive Agreement. Additional Closing As previously reported, KIDZ AI Inc. (the “Company”) entered into a Securities Purchase Agreement, dated May 30, 2025 (as amended to date, the “Purchase Agreement”), with Solana Growth Ventures LLC (the “Buyer”), pursuant to which, subject to the terms and conditions set forth therein, the Company may issue and sell to the Buyer senior secured convertible notes (the “Notes”) from time to time. On September 17, 2026, the Company co…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the creation of a direct financial obligation set forth under

Material Modification to Rights of Shareholders. To the extent required, the information set forth below under

Results of Operations and Financial Condition. On August 13, 2026, KIDZ AI Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2026. The press release is included as Exhibit 99.1 hereto. The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosur…

Material Modification to Rights of Security Holders. As previously disclosed, at the annual meeting of stockholders of KIDZ AI Inc. (the “Company”) held on June 10, 2026, the Company’s stockholders approved a reverse stock split of all outstanding shares of the Company’s Class A common stock and Class B common stock, par value $0.0001 per share, at a ratio ranging from 1-for-2 to 1-for-50, with the exact ratio to be determined by the Company’s Board of Directors in its sole discretion. On Jul…

Other Events. On July 27, 2026, the Board of Directors of KIDZ AI Inc., a Nevada corporation (the “Company”), authorized an increase in the Company’s previously announced share repurchase program (the “Repurchase Program”) by 50% from $2,000,000 to up to $3,000,000 of shares of the Company’s Class B common stock. As previously disclosed, purchases under the Repurchase Program may be made from time to time in open market transactions, block trades or privately negotiated transactions, and may…

Entry into a Material Definitive Agreement. Effective July 17, 2026, Catalyst Compute LLC (“Catalyst Compute”), a wholly owned subsidiary of KIDZ AI Inc. (the “Company”), entered into a service order form and related terms of service (collectively, the “Agreement”) with Canopy Wave, Inc. (“Canopy Wave”), pursuant to which Catalyst Compute will provide Canopy Wave with GPU processing services, including associated CPU server and storage capacity. The Agreement provides that it becomes effectiv…

Material Modification to Rights of Shareholders. To the extent required, the information set forth below under

Material Modification to Rights of Security Holders. To the extent required by

Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under

Entry into a Material Definitive Agreement. First Amendment to Purchase Agreement As previously reported, on May 30, 2025, KIDZ AI Inc. (formerly Classover Holdings, Inc.) (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a certain investor (the “Buyer”). Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company was permitted to sell to the Buyer up to an aggregate of $500 million principal amount of n…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information regarding the creation of a direct financial obligation set forth under

Entry into a Material Definitive Agreement. On May 21, 2026, Classover Holdings, Inc. (the “Company”) entered into a ChEF Purchase Agreement (the “Purchase Agreement”) with Chardan Capital Markets LLC (the “Investor”). Pursuant to the Purchase Agreement, subject to certain conditions precedent contained therein, the Company has the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, up to an aggregate of $100 million in newly iss…

Unregistered Sales of Equity Securities. Information regarding unregistered sales of securities set forth under

Entry Into a Material Definitive Agreement. On May 14, 2026, Classover Holdings, Inc. (the “ Company ”) entered into an At-the-Market Sales Agreement (the “ Agreement ”) with Chardan Capital Markets LLC, as sales agent (the “ Agent ”), pursuant to which the Company may offer and sell, from time to time through or to the Agent (the “ Offering ”), up to an aggregate of $9,115,000 of shares of its Class B common stock, par value $0.0001 per share (the “ Shares ”). Under the Agreement, the Agent…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on November 21, 2025, Classover Holdings, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 20, 2025), the bid price of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), had been below the mi…

Material Modification to Rights of Security Holders. To the extent required by

Termination of Material Definitive Agreement. As previously reported, on April 30, 2025, Classover Holdings, Inc. (the “Company”) entered into an Equity Purchase Facility Agreement (the “EPFA”) with Solana Strategic Holdings LLC (the “Investor”) pursuant to which, subject to certain conditions precedent contained therein, the Company had the right to issue and sell to the Investor up to an aggregate of $400 million in newly issued shares of the Company’s Class B common stock, par value $0.000…

Other Events. On February 10, 2026, the Board of Directors of Classover Holdings, Inc., a Nevada corporation (the “Company”), authorized the repurchase of up to an aggregate of $2,000,000 of shares of the Company’s Class B common stock (the “Repurchase Program”). Purchases under the Repurchase Program may be made from time to time in open market transactions, block trades or privately negotiated transactions, and may from time to time be made pursuant to Rule 10b-18 under the Securities Excha…

Entry Into a Material Definitive Agreement. Exchange Agreements On December 29, 2025, Classover Holdings Inc., a Nevada corporation (the “ Company ”), entered into an Exchange Agreement (the “ Exchange Agreement ") with an institutional investor who is the holder of its Senior Secured Convertible Notes issued on June 6, 2025 (the “ Notes ”) pursuant to a Securities Purchase Agreement, dated as of May 30, 2025, between the Company and the Holder (the “ SPA ”). The Exchange Agreement provides,…

Unregistered Sales of Equity Securities . The information set forth in

Material Modification to Rights of Security Holders. As previously disclosed, on December 22, 2025, at the Company’s special meeting of stockholders (the “Special Meeting”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by means of a plan of conver…

Material Modification to Rights of Shareholders. On December 22, 2025, at a special meeting of stockholders (the “Special Meeting”) of Classover Holdings, Inc. (the “Company”), the stockholders of the Company approved a proposal to redomesticate the Company (the “Redomestication”) from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Nevada (the “Nevada Corporation”) by means of a plan of con…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On November 21, 2025, Classover Holdings, Inc. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, for the prior 30 consecutive business days (through November 20, 2025), the bid price of the Company’s Class B Common Stock, $0.0001 par value per share (“Common Stock”), had been below the minimum bid price of $1.00…