Correspondence 0001929980-24-000664 from KIDZ AI Inc. (KIDZ)
KIDZ AI Inc.
Date: Dec. 23, 2024 · CIK: 0002022308 · Accession: 0001929980-24-000664
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283454
Referenced dates: December 20, 2024
Letter
class_corresp.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
Facsimile
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
December 23, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Re:
Classover Holdings, Inc.
Class Over Inc.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283454
Ladies and Gentlemen:
On behalf of Classover Holdings, Inc. and Class Over Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “SEC”) dated December 20, 2024, relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement.
Capitalized terms used but not defined herein have the meanings ascribed to them on the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-4 filed December 13, 2024
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85
1.
You disclose, in the paragraph above the dilution table on page 88, certain dilution sources that are not material transactions reasonably likely to occur and thus are excluded in the dilution table. Please describe and quantify, outside of the table, each material potential source of future dilution that non-redeeming shareholders may experience by electing not to tender their ordinary shares in connection with the de-SPAC transaction, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted. Refer to Item 1604(c) of Regulation S-K.
We have revised the disclosure on page 88 of the Registration Statement as requested.
GRAUBARD MILLER
Securities and Exchange Commission
Page 2
December 23, 2024
2.
With respect to each redemption level, state the company 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.
We have revised the disclosure on page 88 of the Registration Statement as requested.
Exhibits
3.
Please have your auditor revise their consent in Exhibit 23.5 to include a statement acknowledging their identification as an expert on page 206 of the filing.
We have revised the auditor consent included as Exhibit 23.5 to the Registration Statement as requested.
*************
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
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CORRESP
1
filename1.htm
class_corresp.htm
Graubard Miller
The Chrysler Building
405 Lexington Avenue
New York, N.Y. 10174-4499
(212) 818-8800
Facsimile
direct dial number
(212) 818-8881
(212) 818-8638
email address
jgallant@graubard.com
December 23, 2024
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Re:
Classover Holdings, Inc.
Class Over Inc.
Registration Statement on Form S-1
Filed December 13, 2024
File No. 333-283454
Ladies and Gentlemen:
On behalf of Classover Holdings, Inc. and Class Over Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “SEC”) dated December 20, 2024, relating to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement.
Capitalized terms used but not defined herein have the meanings ascribed to them on the Registration Statement.
Amendment No. 1 to Registration Statement on Form S-4 filed December 13, 2024
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85
1.
You disclose, in the paragraph above the dilution table on page 88, certain dilution sources that are not material transactions reasonably likely to occur and thus are excluded in the dilution table. Please describe and quantify, outside of the table, each material potential source of future dilution that non-redeeming shareholders may experience by electing not to tender their ordinary shares in connection with the de-SPAC transaction, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted. Refer to Item 1604(c) of Regulation S-K.
We have revised the disclosure on page 88 of the Registration Statement as requested.
GRAUBARD MILLER
Securities and Exchange Commission
Page 2
December 23, 2024
2.
With respect to each redemption level, state the company 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.
We have revised the disclosure on page 88 of the Registration Statement as requested.
Exhibits
3.
Please have your auditor revise their consent in Exhibit 23.5 to include a statement acknowledging their identification as an expert on page 206 of the filing.
We have revised the auditor consent included as Exhibit 23.5 to the Registration Statement as requested.
*************
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
cc.
Fanghan Sui, Chief Executive Officer
Hui Luo, Chief Executive Officer