Correspondence 0001929980-25-000005 from KIDZ AI Inc. (KIDZ)
KIDZ AI Inc.
Date: Jan. 8, 2025 · CIK: 0002022308 · Accession: 0001929980-25-000005
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-283454
Referenced dates: January 7, 2025
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
January 8, 2025
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.
Amendment No. 2 to Registration Statement on Form S-4
Filed December 23, 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 January 7, 2025, relating to the above-referenced Registration Statement on Form S-4 (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. 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
1.
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 IO Price per 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.
We have revised the disclosure on page 88 of the Registration Statement as requested.
Exhibits
2.
Please have your auditor revise their consent in Exhibit 23.1 to include a conformed signature.
We have included a new auditor consent with a conformed signature as requested.
*************
GRAUBARD MILLER
Securities and Exchange Commission
January 8, 2025
Page 2
If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.
Sincerely,
/s/ Jeffrey M. Gallant
Show Raw Text
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 January 8, 2025 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. Amendment No. 2 to Registration Statement on Form S-4 Filed December 23, 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 January 7, 2025, relating to the above-referenced Registration Statement on Form S-4 (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. 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 1. 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 IO Price per 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. We have revised the disclosure on page 88 of the Registration Statement as requested. Exhibits 2. Please have your auditor revise their consent in Exhibit 23.1 to include a conformed signature. We have included a new auditor consent with a conformed signature as requested. ************* GRAUBARD MILLER Securities and Exchange Commission January 8, 2025 Page 2 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