SecProbe.io

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 June 16, 2025

Hui Luo
Chief Executive Officer
Classover Holdings, Inc.
450 7th Avenue, Suite 905
New York, New York 10123

 Re: Classover Holdings, Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed June 6, 2025
 File No. 333-287044
Dear 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.

Amendment No. 1 to Registration Statement on Form S-1 filed June 6, 2025
Prospectus Summary
Our Business
Recent Developments, page 9

1. Please provide a more comprehensive description of your "Solana-centric
digital asset
 treasury strategy," including material provisions of the policies and
arrangements
 governing your exchange of cash for Solana and/or other digital assets
and
 monetization of such assets. Explain why you have opted to pursue this
strategy,
 including why your strategy seems to emphasize Solana, and disclose how,
if at all,
 such strategy will impact your provision of online interactive live
courses. Disclose
 whether you have policies governing the percentage of your treasury
holdings that
 will be held as Solana and/or other digital assets, as we note that the
Note Purchase
 Agreement provides that proceeds may be used to purchase "SOL, BTC, or
USDC."
 June 16, 2025
Page 2

 Discuss the quantitative limit on the percentage of your total assets
that may be held
 as Solana in Section 6.14 of the EPFA, and explain whether and how this
may impact
 your ability to use proceeds from the EPFA and the Note Purchase
Agreement to
 purchase Solana and/or other digital assets. Lastly, please disclose
your Solana
 purchases to date.
2. Identify the third party advisors and other entities involved in
execution of your
 digital asset treasury strategy, how you determined to retain or engage
with them,
 and describe their various roles and material terms of your arrangements
with
 them. For example, your current reports on Form 8-K filed May 1, 2025
and June 2,
 2025 and the exhibits thereto reference Chaince Securities LLC as
"digital asset
 strategic advisor," BitGo Trust Company, Inc. as custodian, and SOL
Collateral
 Management LLC as collateral agent. Please clarify whether the EPFA
investor and
 Note Purchase Agreement investor are affiliated with any of these
entities or each
 other.
3. Enhance your description of the senior secured convertible notes to
highlight, if true,
 that the notes are collateralized by a security interest in the Solana
tokens and other
 crypto assets purchased with proceeds from the notes, as well as "all of
the existing
 and future assets of the Company...including all of the capital stock of
each of the
 subsidiaries..." Clarify whether Solana tokens purchased with proceeds
from the
 EPFA will also serve as collateral for the notes, and ensure that risks
associated with
 this collateral structure are adequately addressed.
Risk Factors, page 27

4. Please add risk factor disclosure regarding your "Solana-centric digital
asset treasury
 strategy," including any material financing, liquidity, or other risks
you face related to
 heightened volatility of your "core reserve asset" and the impact that a
crypto asset
 market disruption may have, directly or indirectly, on the value of
Solana or other
 digital assets you intend to hold. Address any material risks resulting
from your
 agreements and arrangements with third parties related to the purchase,
custody, and
 sale of Solana and other token-related activities.
Use of Proceeds, page 28

5. To the extent known, please provide more specificity regarding the
"significant
 portion of the proceeds received under the EPFA" that will be used for
the purchase of
 Solana as opposed to general working capital. Refer to Item 504 of
Regulation S-K.
Exhibit Index, page II-4

6. Please file the executed Equity Purchase Facility Agreement as an
exhibit to the
 registration statement.
General

7. We note from prospectus disclosure and Exhibits 99.1 to the current
reports on Form
 8-K filed May 1, 2025 and June 2, 2025 that you may engage in activities
aside from
 purchasing and holding Solana, including "operating Solana validators to
earn staking
 rewards,' and that Chaince Securities LLC will assist with "advising on
strategic
 June 16, 2025
Page 3

 alternatives, partnerships, and growth opportunities within the digital
asset and
 blockchain ecosystem." If your digital asset-related activities are
expected to
 materially impact your primary business operations or growth strategies,
please revise
 where appropriate to disclose as much. Disclose any known material costs
related to
 the operation of Solana validators.
 Please contact Rebekah Reed at 202-551-5332 or Mara Ransom at
202-551-3264 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Gallant
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