Initial deployment would seek to execute on company’s strategic expansion into AI infrastructure and planned corporate rebranding to KIDZ AI Inc.
Key Highlights
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Strategic GPU Joint Venture: Classover partners with 1Legion to form Ousia Compute LLC, a dedicated SPV that will seek to execute on Classover’s recent strategic pivot into AI infrastructure.
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Majority Ownership & Expert Operations: Classover to hold majority equity ownership, leveraging 1Legion as the exclusive infrastructure operator.
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Active Offtake Pipeline: Ousia Compute is in active commercial discussions with multiple prospective enterprise customers for long-term GPU capacity.
NEW YORK CITY, NY / ACCESS Newswire / May 26, 2026 / Classover Holdings, Inc. (NASDAQ:KIDZ)(NASDAQ:KIDZW) (“Classover” or the “Company”), a leading provider of K-12 AI education and emerging AI infrastructure solutions, today announced a strategic partnership with 1Legion, a dedicated bare-metal GPU infrastructure provider. Under the joint venture, the parties will seek to undertake a first-phase investment capacity of up to $50 million to support GPU-based AI compute infrastructure.
The partnership will be conducted through Ousia Compute LLC (“Ousia Compute” or the “SPV”), a newly formed special purpose vehicle designed to support the acquisition, deployment, and commercialization of GPU infrastructure across AI compute workloads and data center partnerships. Classover expects to hold majority ownership of Ousia Compute and act as managing member.
The initiative is intended to position Classover to be able to participate in the accelerating demand for GPU compute capacity driven by generative AI, AI inference, video AI, robotics, agentic AI, enterprise AI, and education-focused AI applications. It also advances the Company’s previously announced expansion into AI infrastructure and its intended rebranding to KIDZ AI Inc.
Anticipated Ousia Compute Core Advantages:
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Dedicated Bare-Metal Architecture: By aiming to utilize 1Legion’s single-tenant bare-metal framework, the platform will seek to remove the hypervisor layer to provide direct hardware access and full memory bandwidth for AI training and inference workloads.
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Flat-Rate Pricing Model: The platform will seek to eliminate data egress fees and variable transfer costs, establishing a fixed-rate pricing structure for continuous compute operations.
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Data Center Infrastructure & Hardware Supply: Interconnected NVIDIA GPU clusters (including H100, H200, B300, and Blackwell) are expected to be deployed in Tier 3+ data centers across the United States and global locations using InfiniBand networking.
Any funding under the partnership will be subject to mutually agreed upon equipment specifications, deployment timelines, capital tranches and other terms to be agreed upon and accordingly neither party is currently obligated to deploy any capital under the partnership.
Management Commentary
“AI infrastructure is becoming a critical layer of the global technology economy,” said Stephanie Luo, Chairwoman and Chief Executive Officer of Classover. “By forming Ousia Compute with a potential first-phase investment capacity of up to $50 million, we are seeking to create a scalable structure to participate directly in GPU compute infrastructure – and partnering with an operator whose dedicated bare-metal model is built for the AI workloads driving that demand.”
“We are excited to collaborate with Classover as it expands into AI infrastructure,” said David Vargas, Chief Executive Officer of 1Legion. “By combining Classover’s strategic vision with 1Legion’s dedicated infrastructure and deployment capabilities, Ousia Compute can deliver production-ready GPU capacity to AI customers that require dedicated access, consistent performance, and long-term compute availability.”
Classover views the convergence of AI education, AI-native applications, and AI infrastructure as a long-term market opportunity. As demand for GPU compute continues to accelerate, the Company plans to explore additional structures that allow it to participate directly in the infrastructure layer supporting these markets.
About Classover
Classover Holdings, Inc. (NASDAQ: KIDZ) (NASDAQ: KIDZW) is an AI-driven education technology company transforming live teaching experience into proprietary AI-powered learning systems. By integrating artificial intelligence, AI agents, and robotics, Classover is building global education infrastructure designed to make learning outcomes measurable, verifiable, and accessible across borders. The Company has announced its intention to rebrand as KIDZ AI Inc. to reflect its strategic expansion into AI compute infrastructure, GPU cloud platforms, and data center ecosystems.
About 1Legion
1Legion is a GPU infrastructure provider specializing in dedicated, bare-metal compute for AI, media, rendering, simulation, and high-performance computing workloads. 1Legion provides dedicated GPU servers and cluster infrastructure designed for customers requiring production-ready compute capacity, dedicated hardware access, sustained workload performance, and long-term GPU availability. For more information, visit www.1legion.com.
Forward-Looking Statement
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Classover’s current beliefs, expectations and assumptions regarding the future of Classover’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Classover’s control including, but not limited to: Classover’s ability to fund and build out the strategic GPU joint venture with 1Legion, neither of which are assured; Classover’s ability to execute its business model, including obtaining market acceptance of its products and services; Classover’s financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder; Classover’s ability to maintain the listing of its securities on Nasdaq; changes in Classover’s strategy, future operations, financial position, estimated revenue and losses, projected costs, prospects and plans; Classover’s ability to attract and retain a large number of customers; Classover’s future capital requirements and sources and uses of cash; Classover’s ability to attract and retain key personnel; Classover’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others; changes in applicable laws or regulations; the possibility that Classover may be adversely affected by other economic, business, and/or competitive factors; the risk that the price of SOL, which has historically been subject to dramatic price fluctuations and is highly volatile, could fall substantially negatively impacting Classover’s financial condition and results of operations; regulatory changes related to crypto assets; and fluctuations in the price of crypto assets. These risks and uncertainties also include those risks and uncertainties indicated in Classover’s filings with the SEC. Classover’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
Any forward-looking statement made by Classover in this press release is based only on information currently available to Classover and speaks only as of the date on which it is made. Classover undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Contacts
Classover Holdings Inc
ir@classover.com
800-345-9588
SOURCE: Classover Holdings Inc.
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