SecProbe.io

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 August 20, 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. 3 to Registration Statement on Form S-1
 Filed August 1, 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 30,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed August 1, 2025
Prospectus Summary
Solana-centric digital asset treasury strategy, page 10

1. Please revise to provide additional disclosure regarding Solana and your
staking plans.
 For example:
 Provide a discussion of Solana tokenomics discussing the past
and current
 supply of Solana, how new Solana is created, any burn mechanism, the
amount of
 Solana locked up and the related unlocking schedule, and any
inflationary or
 deflationary mechanism.
 Include a discussion of the Solana ecosystem and a description of
the lifecycle of
 the Solana token.
 Please disclose your policies and procedures regarding your plans to
stake Solana.
 August 20, 2025
Page 2

 For example, state how much of your Solana you intend to stake and
provide
 greater detail explaining how your agreement with the staking
provider will
 operate.
 If material, add a risk factor addressing any liquidity risks
related to your staking
 plans.
General

2. We note from the current report on Form 8-K filed by Classover Holdings,
Inc. on
 July 18, 2025, that your certificate of incorporation has been amended to
increase the
 total number of authorized shares of Class B Common Stock from
450,000,000 to
 2,000,000,000. Please revise where appropriate throughout the
registration statement,
 including the description of securities, to reflect this update, and file
the amendment
 as an exhibit to the registration statement.
 Please contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at
202-551-3222
with any other questions.

 Sincerely,

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