SecProbe.io

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 June 30, 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. 2 to Registration Statement on Form S-1
 Filed June 18, 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. Unless
we note
otherwise, any references to prior comments are to comments in our June 16,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1 filed June 18, 2025
Prospectus Summary
Our Business, page 9

1. Where you discuss the EPFA, explain at what conversion price the shares
may be
 issued under the EPFA and how you arrived at the 77,399,381 shares of
Class B
 common stock you are registering at this time. Where you discuss the
Note Purchase
 Agreement, identify the Note investor.
 June 30, 2025
Page 2
Solana-centric digital asset treasury strategy, page 10

2. Please provide additional detail on the following aspects of your
digital asset treasury
 strategy and related financings:
 Describe the material aspects of your custody arrangements with
BitGo Trust
 Company, Inc., including how the custodian stores the private keys,
whether they
 are commingled with assets of other customers, the geographic area
where they
 will be stored, and whether the custodian carries insurance for the
losses of the
 Solana or other tokens it custodies for you. Identify who will have
access to the
 private key information and whether any entity will be responsible
for verifying
 the existence of the Solana tokens or other digital assets.
 Explain whether the 40% limitation under the EPFA may impact your
ability to
 use proceeds under the Note Purchase Agreement to purchase digital
assets as
 intended, and describe the quarterly review of your assets disclosed
at page 33, as
 this appears to be a key element of your treasury strategy
monetization policy.
 Your response to prior comment 7 suggests that staking and
"validator node
 operations" remain aspirational at this time and would be conducted
through
 partnerships with technology providers that have yet to be entered
into. If
 accurate, please state as much in the prospectus so that investors
understand the
 current status of these activities.
Risk Factors
Risks Relating to Ownership of our Common Stock
Future sales of shares by existing stockholders could cause our stock price to
decline, page 27

3. Please revise this risk factor to acknowledge that the issuance and sale
of common
 stock in this offering is likely to depress your stock price given the
number of shares
 you are registering for resale. Acknowledge in the preceding risk factor
that
 depression of your stock price will make it more difficult to maintain
compliance with
 Nasdaq's Minimum Bid Price Rule, increasing the risk that your listing
may not be
 sustained.
General

4. We note that the financial statements of Class Over Inc. for the fiscal
year ended
 December 31, 2023 were audited by Michael T. Studer CPA P.C. As the
Public
 Company Accounting Oversight Board ("PCAOB") has revoked the
registration of
 this auditor (https://assets.pcaobus.org/pcaob-dev/docs/default-
 source/enforcement/decisions/documents/105-2025-022---
 studer.pdf?sfvrsn=d6fc8fcb_2), you may not include audit reports or
consents from
 this auditor in your filings on or after the date of the order. Please
obtain a re-audit of
 the appropriate required financial statements from a firm that is
currently registered
 with the PCAOB and file an Item 4.01 Form 8-K advising investors of the
resignation
 or dismissal of this auditor.
 June 30, 2025
Page 3

 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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