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June 11, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Re:Classover Holdings, Inc.
Draft Registration Statement on Form S-4
Submitted May 13, 2024
CIK No. 0002022308
Dear Fanghan Sui:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4 submitted May 13, 2024
Letter to Shareholders, page 2
1.Please revise to highlight the dual-class capital structure of Pubco and disparate voting
rights of the Pubco Class A Common Stock and Pubco Class B Common Stock. Clearly
explain that public shareholders will only receive Pubco Class B Common Stock and that
the holder(s) of Pubco Class A Common Stock will control a majority of the combined
voting power of Pubco. Quantify the aggregate combined voting power that holders of
Pubco Class A Common Stock will control. Additionally, please clarify whether any
particular shareholder or group of shareholders will have a controlling interest in Pubco,
and if so, identify such shareholder(s) and discuss whether Pubco will be a "controlled
company" under applicable exchange listing standards. Revise to provide all of this
information where appropriate throughout the proxy statement/prospectus as well, such as
the summary, question and answer, and risk factors sections.

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 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 2
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
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2.Please disclose the percentage equity ownership interest in Pubco that will be held by each
of the BFAC public shareholders, the holders of the Founder Shares, and the existing
securityholders of Class Over Inc., assuming both a minimum and maximum redemption
scenario, as well as the exercise and conversion of all securities. Separately specify the
sponsor and its affiliates' total potential ownership interest in Pubco, assuming exercise
and conversion of all securities. Provide this more comprehensive breakdown of
ownership percentages where appropriate elsewhere in the proxy statement/prospectus as
well, such as the risk factor discussing sources of dilution at page 73.
Questions and Answers About the BFAC Shareholder Proposals, page 19
3.Please supplement this section with a question and answer regarding the status of the $5
million PIPE financing contemplated by the Business Combination Agreement. Discuss
the expected use of proceeds, whether there have been discussions with and/or
commitments from any PIPE investors to date, and whether the financing is a condition to
closing. To the extent known, disclose if BFAC's sponsor, directors, officers, or their
affiliates are expected to participate in the private placement. Additionally, we understand
the holders of the Founder Shares will receive additional securities pursuant to an anti-
dilution adjustment based on any additional financing activities in connection with the
SPAC's initial business combination. If true, please quantify the number and value of
securities the holders of the Founder Shares will receive, and disclose the anticipated
ownership percentages in the company before and after the additional financing to
highlight dilution to public shareholders.
Q: What happens if a substantial number of Public Shareholders exercise..., page 22
4.The total shares outstanding amounts under all redemption scenarios presented on page 23
do not appear to equal the sum of all Pubco shares held by various shareholder groups.
Please revise to reconcile the differences and tell us your consideration of including the
975,000 shares of Pubco Class B Common Stock to be issued to advisors at the Closing in
the anticipate Pubco ownership disclosure.
5.Revise your presentation of the Pubco equity ownership percentages of shareholder
groups under various redemption scenarios to disclose all possible sources and extent of
dilution that shareholders who elect not to redeem their shares may experience in
connection with the Business Combination. In this regard, it does not appear that the
tables account for the exercise of warrants and any other convertible securities, including
the 1,000,000 shares of Pubco Preferred Stock that are to be issued to the Company’s
existing securityholders and are convertible into shares of Pubco Class B Common Stock.
6.Please revise the "Existing Classover securityholders" category to reflect the more
detailed breakdown of this group of shareholders shown in the unaudited pro forma
financial information. In this regard, we note that the table at page 103 disaggregates the
holdings of Hui Luo, the remainder of Company shareholders and noteholders, and shares

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Classover Holdings, Inc.
June 11, 2024
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issued to advisors. Please clarify the advisors that will be issued shares of the Company
and/or Pubco.
7.Please confirm whether redeeming shareholders will retain their BFAC Warrants, which
will automatically convert to Pubco Warrants. If so, please quantify the value of such
warrants, based on recent trading prices, that may be retained by redeeming shareholders
assuming maximum redemptions and identify any material resulting risks.
Q: What interests do the Insiders, including BFAC's officers and directors..., page 27
8.Please confirm that your disclosure regarding conflicts of interest of "the Insiders and
BFAC's officers and directors" includes all that the sponsor and its affiliates have at risk
that depends on completion of the Business Combination. In this regard, we note that the
definition of "Insiders" seems to include the sponsor (i.e., as a "holder of the Founder
Shares") but it is not clear whether such definition encompasses all affiliates of the
sponsor as well. Additionally, please provide additional information regarding the
"outstanding loans payable to the Insiders," including the disaggregated principal
amount(s) and Insider(s) extending the loans, maturity date(s), and whether any loans are
evidenced by convertible securities.
9.It appears that BFAC's charter waived the corporate opportunities doctrine. Please address
this potential conflict of interest and whether it impacted your search for an acquisition
target.
10.We note your disclosure that the Insiders have agreed to waive their redemption rights
with respect to any BFAC shares held by them in connection with the Business
Combination. Please describe any consideration provided in exchange for this agreement.
Q. What are the U.S. federal income tax consequences to a holder..., page 28
11.The statement here that, "Public Shareholders will retain their Public Shares and will not
receive any additional Public Shares or other consideration in the Merger" does not align
with disclosure elsewhere indicating that each BFAC Ordinary Share will automatically
convert into the right to receive one share of Pubco Class B Common Stock in connection
with the Business Combination. We also note your disclosure at page 115 that holders of
BFAC Ordinary Shares "will not recognize gain or loss" in connection with the merger,
which is inconsistent with the statement that "there will be no material U.S. federal
income tax consequences as a result of the Merger to the current holders of Public
Shares." Please revise this question and answer for consistency with the structure of the
Business Combination and to summarize the material tax consequences set forth under
"Certain Material United States Federal Income Tax Considerations."

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 4
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 4
Q: What vote is required to approve the proposals presented at the..., page 28
12.In light of your disclosure elsewhere that the holders of Founder Shares and BFAC's
officers and directors have committed to vote in favor of certain proposals, please disclose
the percentage of BFAC's public shares that are required to be voted in favor of each
proposal in order to approve it. Make conforming revisions where the requisite vote for
each proposal is discussed elsewhere in the proxy statement/prospectus.
Summary of the Proxy Statement/Prospectus, page 33
13.In an appropriate place in the summary, include a diagram of the organizational structure
of BFAC, the Company, and Pubco prior to and after the consummation of the Business
Combination. Depict in the diagram how equity ownership and voting control of Pubco
will differ due to the disparate voting rights of Pubco Class A Common Stock and Pubco
Class B Common Stock.
14.Please balance your discussion of "the Company's financial health, including its revenue
model, profitability, and capital efficiency" by disclosing in the summary the Company's
historical net losses and accumulated deficit, as well as the going concern qualification
included in the report of its independent auditor.
Comparative Per Share Data, page 50
15.The pro forma combined basic and diluted net loss per share under both redemption
scenarios in 2023 are inconsistent with your unaudited pro forma condensed combined
statement of operations presented on page 106. Please revise or advise. Please also explain
for us the difference between the “maximum redemption” scenario disclosed on pages 50
and 168 and the “full redemption” scenario disclosed in the unaudited pro forma
condensed combined financial information on page 103.
Risk Factors, page 52
16.Please revise or remove your statement that, "...you are encouraged to perform your own
investigation with respect to the businesses of Pubco and the Company," as investors are
entitled to rely upon the proxy statement/prospectus to make a voting or investment
decision.
Risks Related to the Company's Business and Pubco After the Business Combination
Certain aspects of our business and ability to grow are seasonal and cyclical..., page 57
17.Please elaborate on the seasonality and cyclicality of the Company's business, including
the time(s) of year at which it experiences higher demand and/or revenues.
Risks Relating to Being a Public Company and Pubco's Shares, page 61
18.Please add risk factor disclosure explaining the mandatory redemption features of the
Pubco Warrants and highlighting any material risks to public warrant holders. Clearly

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explain the steps, if any, that Pubco will take to notify all shareholders, including
beneficial owners, regarding when the warrants become eligible for redemption. Clarify
whether recent common stock trading prices exceed the threshold that would allow the
company to redeem public warrants.
Proposal 1: The Business Combination Proposal
Overview, page 81
19.Please revise your statement that, "...we may consummate the Business Combination only
if...approved by the required majority of the votes cast...by the holders of a majority of the
BFAC Ordinary Shares entitled to vote at the Shareholder Meeting," for consistency with
your statement on pages 28 and 96 that the Business Combination Proposal requires the
affirmative vote of two-thirds of the BFAC Ordinary Shares.
Business Combination Agreement
Covenants, page 82
20.Please revise to address the covenant in Section 5.11 of the Business Combination
Agreement regarding certain amendments to the Company's outstanding debt, as well as
the covenant in Section 6.06 regarding approval and adoption of an incentive equity plan
reserving 8.0% of the total combined number of shares of Pubco Common Stock and
Pubco Preferred Stock for issuance. Please also clarify whether you intend to seek BFAC
shareholder approval of the adoption of such an incentive equity plan, as suggested by the
inclusion of "...subject to the approval of the stockholders of Acquiror..." in Section 6.06.
In this regard, we note mention of "the 2024 Equity Incentive Plan Proposal" on pages 10
and 21, but it does not appear that such a proposal is included in the proxy
statement/prospectus.
Background of the Business Combination
Description of negotiation process with the Company, page 89
21.Please elaborate on the following aspects of the negotiations between BFAC and the
Company and structuring of the Business Combination:
•why BFAC pivoted to pursuing an educational technology company after stating in
its IPO prospectus that it "intend[ed] to focus [its] search on industries spearheading
the shift from fossil fuels to electrification" and primarily engaging with companies
in the battery technology, mining, and renewable energy sectors;
•whether and how the changes in the directors and officers of BFAC that occurred in
January and March 2024 impacted the negotiations;
•specific factors underlying the various equity valuations successively proposed by the
Company and BFAC;
•the decision to conduct an all-stock deal and how the number of Pubco shares to be
issued to the Company's shareholders was derived from the $135 million final equity
valuation;
•structuring the transaction such that BFAC will continue its existence as a subsidiary

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June 11, 2024
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of Pubco;
•how Pubco's dual-class capital structure and disparate voting rights concentrating
control with the Pubco Class A Common Stock holders was decided upon;
•any discussions relating to the assumptions underlying the projected financial
information of the Company;
•BFAC's decision not to seek a fairness opinion or valuation report;
•negotiation of the $5 million PIPE financing and key terms of ancillary agreements,
such as the voting and support agreements entered into by BFAC, the Company, and
certain shareholders;
•identification of Company employees for which employment agreements with Pubco
are a condition to closing under the Business Combination Agreement; and
•treatment of the Company's outstanding convertible promissory notes.
22.Revise throughout this section to identify the individuals and entities involved in
negotiations, diligence activities, and other communications between the Company and
BFAC. As examples only, identify the "Company business manager" and "board member
of BFAC" that met on February 6, 2024, as well as "the principals of BFAC and the
Company" and counsel for the respective entities. Additionally, please clarify whether the
reference to "representatives of BFAC" is intended to reference use of a financial or other
third-party advisor, and if so, identify such advisors and describe their role and the level of
diligence they conducted.
Certain Unaudited Prospective Financial Information of the Company, page 92
23.Where you discuss the assumptions underlying the revenue growth demonstrated by the
prospective financial information of the Company, please also address the assumptions
underlying the changes in costs of revenue and operating and other expenses to arrive at
forecasted gross profit and net income. In this regard, it appears that the projections
assume significantly lower rates of growth for costs and expenses than for revenues.
Please also expand upon