SecProbe.io

November 13, 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. 4 to Draft Registration Statement on Form S-4
Submitted October 28, 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 October  18, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-4 Submitted October 28, 2024
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85

November 13, 2024
Page 2
1.Refer to the dilution table presented on page 88. The Net Tangible Book Value
amounts used to calculate your net tangible book value per share (NVPS) under all
redemption levels appear to be the combined entity's pro forma total shareholder’s
equity calculated in accordance with Article 11 of Regulation S-X. The numbers of
Pro Forma Pubco Shares at Closing used to calculate your NVPS include the Pubco
Class A common shares and Pubco Class B common shares to be issued to the
existing Classover security holders in the de-SPAC transaction. The pro forma
amounts presented are not consistent with the requirements in Item 1604(c) of
Regulation S-K; therefore, please revise your NVPS calculation using the SPAC's net
tangible book value divided by the number of SPAC’s common stock outstanding as
of the most recent balance sheet date based on selected redemption levels. Please
present the adjustments that give effect to each source of dilution, such as material
probable or consummated transactions and other material effects on the SPAC's net
tangible book value from the de-SPAC transaction (e.g., reclassification from trust
account, all financing transactions, payments of compensation to a SPAC sponsor, de-
SPAC transaction costs, etc.), while excluding the de-SPAC transaction itself. Also,
present the adjustments to the number of shares used to determine the per share
component of net tangible book value per share, as adjusted (e.g., PIPE Shares, shares
issued upon debt conversion, other share adjustments--excluding the de-SPAC
transaction itself--that are probable of occurring prior to or in conjunction with the de-
SPAC transaction, etc.). Refer to Item 1604(c) of Regulation S-K.
2.We note your response to prior comment 5 and your disclosure revisions on page 88.
Please tell us your consideration of including PIPE Financing in your Adjusted Net
Tangible Book Value calculation.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kelly Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services