{"url_path":"/sec/kidz/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/2022308/0001477932-26-004422-index.html","accession_number":"0001477932-26-004422","cik":"0002022308","ticker":"KIDZ","issuer_name":"KIDZ AI Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2022308/0001477932-26-004422-index.html","primary_entity_key":"0002022308","primary_entity_name":"KIDZ AI Inc."},"word_count":429,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nEffective 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 effective after both parties have executed the Agreement and Catalyst Compute has placed a non-cancellable purchase order for the GPU servers.\n\n \n\nUnder the Agreement, Catalyst Compute will order and deploy a dedicated cluster consisting of 32 specialized GPU nodes with an aggregate of 256 NVIDIA HGX B300 GPUs, together with specified CPUs, memory, storage and networking equipment. The services will commence upon completion of the hardware setup, and the initial term will continue for 60 months from the services commencement date. Subject to the terms and conditions of the Agreement, Canopy Wave is required to pay Catalyst Compute aggregate service fees of $44,626,944 over the initial term.\n\n \n\nCatalyst Compute is required to provide monthly uptime of at least 99.5%, subject to specified exclusions. The Agreement provides Canopy Wave with service credits for certain failures caused by Catalyst Compute’s GPU hardware to satisfy the uptime commitment.\n\n \n\nCanopy Wave may not terminate the Agreement during the first 24 months of the initial term. If Canopy Wave terminates the Agreement for convenience after that period but before the end of the initial term, it must pay an early termination fee equal to 75% of the service fees that otherwise would have been payable for the remainder of the initial term, subject to Catalyst Compute’s obligation to use commercially reasonable efforts to mitigate its losses and reductions for avoided costs and net proceeds from the sale, re-lease, redeployment or other use of the applicable equipment. The Agreement also contains customary termination rights, including for uncured material breach, insolvency, certain regulatory changes and prolonged force majeure events. In addition, Canopy Wave may terminate the Agreement without an early termination fee if Catalyst Compute fails, solely due to its own GPU hardware fault, to satisfy the 99.5% uptime commitment during any 10 calendar months in a rolling 12-month period, subject to an additional 60-day cure period in certain circumstances.\n\n \n\nThe foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference."}