SecProbe.io

August 8, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted July 10, 2024
CIK No. 0002022308
Dear Fanghan Sui and Hui Luo:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
June 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-4 submitted July 10, 2024
Letter to Shareholders, page 2
Where you have made revisions in response to prior comment 1 here and in the
prospectus summary and question and answer section, further revise to identify Hui Luo 1.

August 8, 2024
Page 2
as the controlling shareholder of Pubco following the business combination and explain
that she is the founder and CEO of the target company and will serve as CEO of Pubco.
Additionally, please quantify the controlling shareholder's voting power following the
business combination and, if true, state that the controlling shareholder will have the
ability to determine all matters requiring shareholder approval. Lastly, clarify whether
Pubco will rely upon any controlled company listing standard exemptions immediately
upon consummation of the business combination.
2.Please revise the cross-reference to conflicts of interests disclosure elsewhere in the proxy
statement/prospectus, as you cross reference a section titled "Shareholder Proposal No. 1:
The Business Combination Proposal - Interests of Certain Persons in the Business
Combination," but the heading at page 85 reads "Interests of BFAC's Directors and
Officers in the Business Combination." Make conforming revisions throughout.
3.We note your statement here and at pages 28, 82, and 168 that, “No compensation has
been or will be received…and no securities have been or will be issued by BFAC to
BFAC’s SPAC Sponsors, their affiliates or promoters…” However, you disclose
elsewhere that the SPAC sponsor, its affiliates and promotors have received founder
shares, units (shares and warrants) and promissory notes from BFAC to date. Please
revise to disclose the issuance of these securities and all related information required
pursuant to Item 1604(a)(3) of Regulation S-K and provide in the prospectus summary the
tabular disclosure sought by Item 1604(b)(4) of Regulation S-K. To the extent you
consider any other amounts payable to the sponsor, its affiliates, and promoters to be
compensation, include such amounts in this disclosure as well.
Questions and Answers About the BFAC Shareholder Proposals, page 19
4.Please enhance your discussion of the material effects of the de-SPAC transaction and any
related financing transactions pursuant to Item 1605(c) of Regulation S-K by adding or
supplementing a question and answer to disclose the anticipated liquidity position of the
combined company following the business combination, including the amount of cash it
expects to have following potential shareholder redemptions and the payment of expenses
related to the de-SPAC transaction.
Q: How will the classes of Pubco Common Stock vote in the future?, page 24
5.Please revise to quantify the aggregate voting percentage which will be held by the Class
A Common Stock holders.
Q: What are the U.S. federal income tax consequences to a holder of BFAC Ordinary Shares as a
result of the Business Combination?, page 25
6.Please revise to expand this question and answer to address the federal income tax
consequences of the de-SPAC transaction to BFAC, Class Over and their respective
security holders.  In this regard, we note the current tax discussion is focused on BFAC
and only its security holders.  Additionally, please revise the prospectus throughout
accordingly.  Refer to Item 1605(b)(6) of Regulation S-K.

August 8, 2024
Page 3
Summary of the Proxy Statement/Prospectus, page 33
7.Please provide a brief description in the prospectus summary of the material terms of
material financing transactions that have occurred or will occur in connection with the
consummation of the de-SPAC transaction, the anticipated use of proceeds from these
financing transactions, and the dilutive impact, if any, of these financing transactions on
non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K. In this regard,
we note that the prospectus summary does not address all of the material financing
transactions since the IPO that are identified in the letter to stockholders.
Risk Factors
Risks Related to the Company's Business and Pubco After the Business Combination
The Pubco Charter will provide, subject to limited exceptions, that the Court of Chancery..., page
61
8.Please revise to eliminate inconsistencies in the description of Pubco's exclusive forum
provision provided in this risk factor and at page 177. For example, this risk factor states
that "derivative actions...actions against directors, officers and employees for breach of
fiduciary duty and other similar actions" may only be brought in the Court of Chancery in
the State of Delaware, while page 177 references only "internal corporate claims."
Further, the description at page 177 states that federal district courts will be the exclusive
forum for claims arising under the Securities Act, but your risk factor disclosure states,
"...the exclusive forum provision does not apply to actions brought under the Securities
Act...for which the Court of Chancery and the federal district court for the District of
Delaware shall have concurrent jurisdiction."
Proposal 1: The Business Combination Proposal
Business Combination Agreement
Covenants, page 82
9.We note your response to prior comment 20, particularly the added disclosure that there
are "certain limitations whereby certain Company Convertible Notes may remain
outstanding and be assumed by Pubco." Please elaborate on the circumstances under
which Pubco may assume Class Over's debt, particularly given the disclosure at page 90
that, "all...existing noteholders are required to convert their outstanding debt to common
stock shares prior to the Closing of the business combination transaction." Disclose where
appropriate in the proxy statement/prospectus, if accurate, the maximum aggregate
principal amount of Class Over convertible notes which could be assumed.
Interests of BFAC's Directors and Officers in the Business Combination, page 85
Expand your conflicts of interest disclosure to also describe any actual or potential
material conflict of interest between the target company's officers or directors and
unaffiliated security holders of BFAC. Refer to Item 1603(b) of Regulation S-K. Make
conforming revisions where such disclosure appears elsewhere. Additionally, we note that
certain transactions involving economic interests of the sponsor, particularly the issuance
of a $1,000,000 and $2,000,000 unsecured convertible promissory note to the sponsor or
affiliated entities in April 2023 and June 2023, respectively, are not disclosed here. We
also note certain outstanding working capital loans. Please tell us your consideration of
omitting these transactions. Lastly, we note that disclosure regarding outstanding loans 10.

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payable to Camel Bay has been added to this section, but it is unclear the basis on which
they are a party requiring conflicts of interest disclosure pursuant to Item 1603(b) of
Regulation S-K. Please clarify whether they are an affiliate of the sponsor or BFAC, or an
otherwise unaffiliated holder of founder shares.
Background of the Business Combination
Description of Negotiation Process with the Company, page 89
11.We note your response to prior comment 21 and reissue in part. Please provide additional
detail about how and when the negotiating parties decided upon the need for the $5
million PIPE financing. While we note from your response to prior comment 3 that you
are still in the early stages of discussing the PIPE financing with investors, please ensure
that you supplement this section with a description of the negotiation process and terms of
the PIPE financing once complete.
Recommendation of the BFAC Board and Reasons for the Business Combination, page 90
12.To the extent any of the following factors were also considered by the BFAC board of
directors in evaluating the business combination, please affirmatively identify them in the
list of factors given "considerable weight": financial projections relied upon by the BFAC
board of directors, the terms of the PIPE financing or any other financing materially
related to the de-SPAC transaction, and the dilution described in response to Item 1604(c)
of Regulation S-K. Refer to Item 1606(b) of Regulation S-K.
13.State whether or not the de-SPAC transaction is structured so that approval of at least a
majority of unaffiliated security holders of BFAC is required. Additionally, include a
statement as to whether or not the de-SPAC transaction was approved by a majority of the
directors of BFAC who are not employees of BFAC. Refer to Items 1606(c) and (e) of
Regulation S-K.
14.Please advise and clarify whether RingRoad, in "provid[ing] third-party diligence
validation on the Classover business" that "bolstered the Board's confidence" in the
business combination, provided the BFAC board with a report which would be considered
a "report, opinion, or appraisal" described in Item 1607(a) of Regulation S-K. If so, please
provide the information with respect to such report, opinion, or appraisal required by
Items 1607(b) and (c) of Regulation S-K. Additionally, please explain the role of Cohen
& Company in the business combination, as they are identified as an additional BFAC
advisor at page 23.
15.In addition to your discussion of BFAC's reasons for the business combination, please
provide a reasonably detailed discussion of the reasons of the target company for
engaging in the de-SPAC transaction. Refer to Item 1605(b)(3) of Regulation S-K.
Certain Unaudited Prospective Financial Information of the Company, page 92
16.Please disclose the party that prepared the target company's projections provided in this
section. Refer to Item 1609(a) of Regulation S-K.
Please disclose the "significantly lower" growth rates for costs and expenses underlying
the projected net income figures. Please also provide detail in this section regarding any
material factors that may affect the assumptions underlying revenue and cost and
expenses projections, pursuant to Item 1609(b) of Regulation S-K. Lastly, we note that 17.

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one of your key assumptions underlying expenses projections is that "capital expenditure
on technology infrastructure will remain flat," but you subsequently state that the
projections are "based on the premise that the Company will continue to innovate its
technological offerings...includ[ing] enhancements to the learning platform." Please
explain how these assumptions are consistent with one another.
18.Disclose whether or not Class Over has affirmed to BFAC that its projections reflect the
view of Class Over's management or board of directors (or similar governing body) about
its future performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus. If the projections no longer reflect the views of Class Over's
management or board of directors (or similar governing body) regarding its future
performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus, clearly state the purpose of disclosing the projections and the
reasons for any continued reliance by the management or board of directors (or similar
governing body) on the projections. Refer to Item 1609(c) of Regulation S-K.
Redemption Rights, page 95
19.Revise to discuss any agreements entered into by the SPAC or its sponsor whereby
shareholders have agreed to waive their redemption rights, and disclose the consideration
provided in exchange for these agreements. In this regard, we note disclosure of non-
redemption agreements from October and November 2023 elsewhere in the proxy
statement/prospectus, but Current Reports on Form 8-K filed by BFAC on May 16, 2024,
May 17, 2024, May 21, 2024, and June 3, 2024 suggest that a number of additional non-
redemption agreements were entered into by BFAC and certain shareholders in
connection with the extraordinary general meeting held on May 30, 2024.
Unaudited Pro Forma Condensed Combined Financial Information, page 103
20.Please revise your disclosure in the second paragraph of the introduction to clarify that the
unaudited pro forma condensed combined balance sheet as of March 31, 2024 are derived
from unaudited balance sheets, and not audited balance sheets.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2024, page 109
21.Refer to footnote (I). Please tell us how you determined the $10,827,856 adjustment to
reclassify BFAC’s historical accumulated deficit to additional paid-in capital under
maximum redemption scenario.
22.Refer to footnote (J). Please tell us why you record ($3,746,922) pro forma minimum
financing adjustment under maximum redemption scenario when the pro forma cash
balance would not be negative.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the
Three Months Ended March 31, 2024, page 110
Refer to footnotes (BB) and (CC). You disclose on page 103 that your pro forma
condensed combined statements of operations for the three months ended March 31, 2024
and for the year ended December 31, 2023 give effect to the Business Combination as if it 23.

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had occurred as of January 1, 2023. Please tell us why you present the estimated
transaction costs to be incurred by BFAC and Classover as transaction accounting
adjustments in the pro forma statement of operations for the interim period ended March
31, 2024 when the same adjustments have been presented in the pro forma statement of
operations for the year ended December 31, 2023.
Certain Material United States Federal Income Tax Considerations
Material U.S. Federal Income Tax Effects of the Business Combination, page 116
24.We note that the form of tax opinion of Graubard Miller filed as Exhibit 8.1 is a short-
form tax opinion.  If a short-form tax opinion is provided, both the short-form tax opinion
and the tax disclosure in the prospectus must state clearly that the disclosure in the
referenced tax consequences section of the prospectus is the opinion of the named
counsel.  Please revise the prospectus accordingly.  Refer to Section III.B.2 of Staff Legal
Bulletin No. 19.
25.Please refer to the second paragraph and the introduction which states "[a]ssuming the
Business Combination is treated as a reorganization within the meaning of Section 368(a)
of the Code and/or a transaction governed by Section 351 of the Code..."  Please remove
this assumption as the tax opinion cannot assume the tax consequence at issue.  Refer to
Section III.C.3 of Staff Legal Bulletin No. 19.  If there is a lack of authority directly
addressing the tax consequences of the transaction, conflicting aut