SEC Comment Letter 0000000000-25-000156 to KIDZ AI Inc. (KIDZ)
KIDZ AI Inc.
Date: Jan. 7, 2025 · CIK: 0002022308 · Accession: 0000000000-25-000156
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283454
Letter
January 7, 2025 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. 2 to Registration Statement on Form S-4 Filed December 23, 2024 File No. 333-283454 Dear Fanghan Sui and Hui Luo: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, references to prior comments are to comments in our December 20, 2024 letter. Amendment No. 2 to Registration Statement on Form S-4 filed December 23, 2024 Proposal 1: The Business Combination Proposal Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85 We note your revised disclosure on page 88 in response to prior comment 2. For each redemption level, please revise the "Company Valuation at SPAC IPO Price per 1.
January 7, 2025 Page 2 Share" to disclose Classover Holdings Inc.'s valuation at or above which the potential dilution results in the amount of the non-redeeming shareholders' interest per share being at least the initial public offering price per share of common stock. Refer to Item 1604(c)(1) of Regulation S-K and SEC Release No. 33-11265. Exhibits 2.Please have your auditor revise their consent in Exhibit 23.1 to include a conformed signature. 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 Rebekah 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 cc:Jeffrey Gallant Joshua Teitelbaum
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January 7, 2025
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. 2 to Registration Statement on Form S-4
Filed December 23, 2024
File No. 333-283454
Dear Fanghan Sui and Hui Luo:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, references to prior comments are to comments in our December 20, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed December 23, 2024
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85
We note your revised disclosure on page 88 in response to prior comment 2. For each
redemption level, please revise the "Company Valuation at SPAC IPO Price per 1.
January 7, 2025
Page 2
Share" to disclose Classover Holdings Inc.'s valuation at or above which the potential
dilution results in the amount of the non-redeeming shareholders' interest per share
being at least the initial public offering price per share of common stock. Refer to
Item 1604(c)(1) of Regulation S-K and SEC Release No. 33-11265.
Exhibits
2.Please have your auditor revise their consent in Exhibit 23.1 to include a conformed
signature.
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 Rebekah 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
cc:Jeffrey Gallant
Joshua Teitelbaum