Classover Holdings stockholders approve redomestication to Nevada

Classover Holdings Inc. (NASDAQ: KIDZ) stockholders approved a proposal to redomesticate the company from Delaware to Nevada during a special meeting held December 22, 2025.

The redomestication will be executed through a plan of conversion requiring filings with both Delaware and Nevada state authorities. The company will file a certificate of conversion with Delaware's Secretary of State, along with articles of conversion and incorporation with Nevada's Secretary of State. New bylaws will be adopted in connection with the change.

At 11:59 p.m. Eastern Time on the effective date, the company's domicile will transfer from Delaware to Nevada, with internal affairs becoming governed by Nevada state laws instead of Delaware laws. The existing certificate of incorporation and bylaws will be replaced by Nevada governing documents.

The redomestication will not affect the company's business operations, management, properties, office locations, employee count, or financial position beyond costs associated with the conversion process. Material contracts with third parties will remain unaffected, and all rights and obligations will continue unchanged.

Each outstanding share will convert on a one-to-one basis across all share classes. Class A and Class B common stock, along with Series A and Series B preferred stock, will automatically convert to equivalent Nevada corporation shares with the same $0.0001 par value.

The company will establish new indemnification agreements with officers and directors under Nevada law following the redomestication. Details of the conversion plan were outlined in the company's proxy statement filed with the Securities and Exchange Commission on December 10, 2025.

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