Form SCHEDULE 13D/A KIDZ AI Inc. Filed by: Luo Hui
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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KIDZ AI Inc. (Name of Issuer) |
Class B Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Hui Luo 450 7th Avenue, New York, NY, 10123 8003459588 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Luo Hui | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,210,884.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
58.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B Common Stock |
| (b) | Name of Issuer:
KIDZ AI Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
450 7TH AVENUE, 450 7TH AVENUE, NEW YORK,
NEW YORK
, 10123. |
| Item 2. | Identity and Background |
| (a) | Hui Luo |
| (b) | 450 7th Avenue, New York, New York 10123 |
| (c) | Chief Executive Officer, KIDZ AI Inc., formerly known as Classover Holdings, Inc., and Class Over Inc. |
| (d) | No |
| (e) | No |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is not amended by this Amendment No. 1. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is not amended by this Amendment No. 1. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns an aggregate of 2,210,884 shares of Class B Common Stock of the Issuer, representing approximately 58.4% of the outstanding shares of Class B Common Stock on an as-converted basis. The shares beneficially owned by the Reporting Person consist of (i) 13,071 shares of Class A Common Stock, which are convertible into 13,071 shares of Class B Common Stock at the option of the Reporting Person, (ii) 2,000 shares of Class B Common Stock and (iii) 522,801 shares of Series A Preferred Stock, which are convertible within 60 days into 2,195,813 shares of Class B Common Stock at the option of the Reporting Person. |
| (b) | The Reporting Person has sole voting and dispositive power over 2,210,884 shares of Class B Common Stock beneficially owned by the Reporting Person. |
| (c) | The Reporting Person has not effected any transactions in the Class B Common Stock during the past sixty days. |
| (d) | To the knowledge of the Reporting Person, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is not amended by this Amendment No. 1. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the Schedule 13D is not amended by this Amendment No. 1. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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