SecProbe.io

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 class_corresp.htm Classover Holdings, Inc. 450 7 th Avenue, Suite 905 New York, NY 10123 September 26, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Rebekah Reed; Mara Ransom Re: Classover Holdings, Inc. Registration Statement on Form S-1 File No. 333-287044 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Classover Holdings, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. ET on Tuesday, September 30, 2025, or as soon as thereafter practicable. Very truly yours, /s/ Hui Luo Hui Luo Chief Executive Officer

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 class_corresp.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address jgallant@graubard.com September 11, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Classover Holdings, Inc. Amendment No. 4 to Registration Statement on Form S-1 Filed August 21, 2025 File No. 333-287044 Ladies and Gentlemen: On behalf of Classover Holdings, Inc. (“Company”), we respond as follows to the Staff’s comment letter, dated September 10, 2025, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the previous amendment to the Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. Amendment No. 4 to Registration Statement on Form S-1 filed August 21, 2025 Prospectus Summary Solana-centric digital asset treasury strategy, page 10 1. We note your response to prior comment 1. Please revise to address the following matters: · Include a discussion of the Solana ecosystem including the types of participants involved and their roles within the ecosystem. · Disclose the percentage of staking rewards earned from your staked Solana to which you are entitled pursuant to your staking arrangements. · You state that it is your policy to stake "a substantial portion" of your Solana holdings. Please state whether you have any target percentage of your Solana holdings that you intend to stake. · You state that certain grants and foundation holdings remain subject to staged release. Please disclose the amount of Solana that remains locked and the related unlocking schedule. We have revised the disclosure on page 10 of the Registration Statement as requested. * * * * * * * * * * 1 If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers. Sincerely, /s/ Jeffrey M. Gallant Jeffrey M. Gallant cc: Hui Luo, CEO 2

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<TEXT>
 September 10, 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. 4 to Registration Statement on Form S-1
 Filed August 21, 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 August 20,
2025 letter.

Amendment No. 4 to Registration Statement on Form S-1 filed August 21, 2025
Prospectus Summary
Solana-centric digital asset treasury strategy, page 10

1. We note your response to prior comment 1. Please revise to address the
following
 matters:
 Include a discussion of the Solana ecosystem including the types of
participants
 involved and their roles within the ecosystem.
 Disclose the percentage of staking rewards earned from your staked
Solana to
 which you are entitled pursuant to your staking arrangements.
 You state that it is your policy to stake "a substantial portion" of
your Solana
 holdings. Please state whether you have any target percentage of your
Solana
 holdings that you intend to stake.
 September 10, 2025
Page 2

 You state that certain grants and foundation holdings remain
subject to staged
 release. Please disclose the amount of Solana that remains locked
and the related
 unlocking schedule.

 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
</TEXT>
</DOCUMENT>

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 class_corresp.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address jgallant@graubard.com August 21, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Classover Holdings, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed August 1, 2025 File No. 333-287044 Ladies and Gentlemen: On behalf of Classover Holdings, Inc. (“Company”), we respond as follows to the Staff’s comment letter, dated August 20, 2025, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the previous amendment to the Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. Amendment No. 3 to Registration Statement on Form S-1 filed August 1, 2025 Prospectus Summary Solana-centric digital asset treasury strategy, page 9 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. 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. We have revised the disclosure on pages 10 and 30 of the Registration Statement as requested. 1 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. We have revised the disclosure throughout the Registration Statement, and filed the amendment to the certificate of incorporation as an exhibit to the Registration Statement, as requested. * * * * * * * * * * 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 Jeffrey M. Gallant cc: Hui Luo, CEO 3

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<TEXT>
 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
</TEXT>
</DOCUMENT>

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 class_corresp.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address jgallant@graubard.com August 1, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Classover Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed June 18, 2025 File No. 333-287044 Ladies and Gentlemen: On behalf of Classover Holdings, Inc. (“Company”), we respond as follows to the Staff’s comment letter, dated June 30, 2025, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the previous amendment to the Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. 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. We have revised the disclosure on page 9 of the Registration Statement to include how shares are priced under the EPFA as requested. With respect to how the 77,399,381 share figure was arrived at, the calculation was based on a market price under the EPFA of $5.168 (generally equal to 95% of the closing price of $5.44 on June 3, 2025), resulting in such share amount. We have also revised the disclosure on page 9 of the Registration Statemen to name the note purchase investor as requested. 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. With respect to the first bullet of the Staff’s comment, we have revised the disclosure on page 10 of the Registration Statement as requested. With respect to the second bullet of the Staff’s comment, we wish to advise the Staff that the parties to the EPFA have amended the EPFA to remove the 40% limitation and we have revised the disclosure on page 10 of the Registration Statement to reflect the foregoing. With respect to the third bullet of the Staff’s comment, we have revised the disclosure on page 10 of the Registration Statement as requested. 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. We have revised the disclosure on page 27 of the Registration Statement as requested. 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. The Staff’s comment is duly noted. The Registration Statement has been revised to include a new audit of the financial statements of Class Over Inc. as required. Additionally, a Form 8-K regarding the dismissal of Michael T. Studer CPA P.C. was filed on July 3, 2025. * * * * * * * * * * 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 Jeffrey M. Gallant cc: Hui Luo, CEO 3

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

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 class_corresp.htm Graubard Miller The Chrysler Building 405 Lexington Avenue New York , N.Y. 10174-4499 (212) 818-8800 (212) 818-8881 (212) 818-8638 email address jgallant@graubard.com June 18, 2025 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Classover Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 6, 2025 File No. 333-287044 Ladies and Gentlemen: On behalf of Classover Holdings, Inc. (“Company”), we respond as follows to the Staff’s comment letter, dated June 16, 2025, relating to the above-captioned Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in the amended Registration Statement, a copy of which has been marked with the changes from the previous amendment to the Registration Statement. Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter. 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." 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. Securities and Exchange Commission June 18, 2025 Page 2 We have revised the disclosure on pages 9 and 10 of the Registration Statement as requested. 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. We have revised the disclosure on page 10 of the Registration Statement as requested. 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. We have revised the disclosure on pages 9, 28 and 97 of the Registration Statement as requested. 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. We have revised the disclosure in the Registration Statement as requested to include the additional risk factors on pages 30, 31 and 32. Securities and Exchange Commission June 18, 2025 Page 3 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. We have revised the disclosure on page 33 as requested. Exhibit Index, page II-4 6. Please file the executed Equity Purchase Facility Agreement as an exhibit to the registration statement. We have filed the executed Equity Purchase Facility Agreement as an exhibit to the Registration Statement as requested. 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 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. The Company respectfully advises the Staff that it does not expect its digital asset-related activities to materially impact its primary business operations, which remain focused on the delivery of live, interactive online educational services. The exploration of Solana validator operations is intended to be complementary to the Company’s treasury management strategy and not a core component of its business model. Should the Company proceed with validator node operations, the Company advises that such activities are expected to be conducted through third-party partnerships with experienced technology providers who will assume responsibility for the technical infrastructure and operational costs. As a result, the Company does not anticipate incurring any material capital expenditures or ongoing operating costs in connection with such validator operations. * * * * * * * * * * Securities and Exchange Commission June 18, 2025 Page 4 If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers. Sincerely, /s/ Jeffrey M. Gallant Jeffrey M. Gallant cc: Hui Luo, CEO

<DOCUMENT>
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<TEXT>
 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
</TEXT>
</DOCUMENT>

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<FILENAME>filename2.txt
<TEXT>
 May 16, 2025

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

 Re: Classover Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 7, 2025
 File No. 333-287044
Dear Hui Luo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Gallant
</TEXT>
</DOCUMENT>

CORRESP
1
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class_corresp.htm

 Classover Holdings, Inc.

 8 The Green, #18195

 Dover, Delaware 19901

 January 24, 2025

 Division of Corporation Finance

 Office of Industrial Applications and Services

 Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

   Re:

   Classover Holdings, Inc.

   Registration Statement on Form S-4

   File No. 333-283454

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Classover Holdings, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on Monday, January 27, 2025, or as soon thereafter as practicable.

   Sincerely,

   /s/ Fanghan Sui

   Fanghan Sui, Chief Executive Officer

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 24, 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. 4 to Registration Statement on Form S-4

Filed January 21, 2025

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 23, 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. 4 to Registration Statement on Form S-4 filed January 21, 2025

Risk Factors

Risks Related to BFAC Before the Business Combination, the Business Combination and Redemptions, page 70

1.

We note that the SPAC's securities have been delisted from NYSE due to failure to timely consummate a business combination and are now traded in over-the-counter markets. Please add a risk factor that provides context for the delisting and discloses its consequences, including that the SPAC's stock could be determined to be a penny stock and the consequences of that designation, any potential impact on your ability to complete the business combination, any impact on the market for the SPAC's securities including demand and overall liquidity, and any impact on securityholders due to the SPAC's securities no longer being considered "covered securities." Additionally, please clarify throughout the proxy statement/prospectus which over-the-counter market(s) the SPAC's securities trade on.

We have revised the disclosure on page 71 of the Registration Statement as requested.

Proposal 1: The Business Combination Proposal

Classover’s Reasons for Engaging in the Business Combination

Certain Unaudited Prospective Financial Information of the Company, page 98

2.

We note the changes you have made to disclosure regarding the projections of Class Over Inc. presented in the filing. Please restore a clear, affirmative statement as to whether or not the target company has affirmed to the special purpose acquisition company that its projections for 2025 reflect the view of the target company's management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the proxy statement/prospectus. In this regard, your statement that the projections "reflected the perspective of the Company's management at the time of preparation" does not provide the required affirmation. If the projections no longer reflect the views of the target company's management or board of directors regarding its future performance as of the most recent practicable date prior to the date of the proxy statement/prospectus, state the purpose of disclosing the projections and the reasons for any continued reliance by the management or board of directors on the projections.  Refer to Item 1609(c) of Regulation S-K.

We have revised the disclosure on pages 98 and 99 of the Registration Statement to restore the affirmative statement for 2025 as requested.

*************

GRAUBARD MILLER

Securities and Exchange Commission

January 24, 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

January 23, 2025
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 4 to Registration Statement on Form S-4
Filed January 21, 2025
File No. 333-283454
Dear Fanghan Sui and 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. 4 to Registration Statement on Form S-4 filed January 21, 2025
Risk Factors
Risks Related to BFAC Before the Business Combination, the Business Combination and
Redemptions, page 70
We note that the SPAC's securities have been delisted from NYSE due to failure to
timely consummate a business combination and are now traded in over-the-counter 1.

January 23, 2025
Page 2
markets. Please add a risk factor that provides context for the delisting and discloses
its consequences, including that the SPAC's stock could be determined to be a penny
stock and the consequences of that designation, any potential impact on your ability to
complete the business combination, any impact on the market for the SPAC's
securities including demand and overall liquidity, and any impact on securityholders
due to the SPAC's securities no longer being considered "covered securities."
Additionally, please clarify throughout the proxy statement/prospectus which over-
the-counter market(s) the SPAC's securities trade on.
Proposal 1: The Business Combination Proposal
Classover's Reasons for Engaging in the Business Combination
Certain Unaudited Prospective Financial Information of the Company, page 98
2.We note the changes you have made to disclosure regarding the projections of Class
Over Inc. presented in the filing. Please restore a clear, affirmative statement as to
whether or not the target company has affirmed to the special purpose acquisition
company that its projections for 2025 reflect the view of the target company's
management or board of directors (or similar governing body) about its future
performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus. In this regard, your statement that the projections "reflected the
perspective of the Company's management at the time of preparation" does not
provide the required affirmation. If the projections no longer reflect the views of the
target company's management or board of directors regarding its future performance
as of the most recent practicable date prior to the date of the proxy
statement/prospectus, state the purpose of disclosing the projections and the reasons
for any continued reliance by the management or board of directors on the projections.
Refer to Item 1609(c) of Regulation S-K.
            Please contact Suying Li at 202-551-3335 or Joel Parker at 202-551-3651 if you have
questions regarding comments on the financial statements and related matters. Please contact
Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Gallant
Joshua Teitelbaum

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

January 7, 2025
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
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
Dear Fanghan Sui and 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, references to prior comments are to comments in our December 20, 2024 letter.
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
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 IPO Price per 1.

January 7, 2025
Page 2
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.
Exhibits
2.Please have your auditor revise their consent in Exhibit 23.1 to include a conformed
signature.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Gallant
Joshua Teitelbaum

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

December 20, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 13, 2024
File No. 333-283454
Dear Fanghan Sui and 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 December 9, 2024 letter.
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
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 1.

December 20, 2024
Page 2
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.
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.
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.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Gallant
Joshua Teitelbaum

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 13, 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-4

Filed November 26, 2024

File No. 333-283454

Ladies and Gentlemen:

On behalf of Classover Holdings, Inc. (the “Company”) and Class Over Inc. (“Class Over”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “SEC”), dated December 9, 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.

Registration Statement on Form S-4 filed November 26, 2024

Frequently Used Terms, page 15

1.

Please refer to the PIPE Financing definition. Please revise to disclose the purchase price of the initial 2,400 shares of Series B preferred stock and the exercise prices of the First Preferred Warrants and Second Preferred Warrants. Additionally, please briefly detail the conversion mechanics of the Series B preferred stock.

We have revised the definition of PIPE Financing in the “Frequently Used Terms” section as requested.

1

GRAUBARD MILLER

Securities and Exchange Commission

Page 2

December 13, 2024

Questions and Answers About the BFAC Shareholder Proposals, page 20

2.

Refer to comment 3 of our letter dated June 11, 2024. Please supplement this section with a question and answer regarding the PIPE financing of up to $5 million contemplated by the securities purchase agreement entered into on November 22, 2024. Discuss the terms and price of the securities to be issued to the PIPE investor and how they compare to the terms and price of the securities to be held by public shareholders. For example, describe the adjustable conversion price mechanism of the Series B preferred stock and disclose the exercise price and other terms of the First Preferred Warrants and Second Preferred Warrants, including the conditions under which Pubco may force the PIPE investor to exercise the First Preferred Warrants for Series B preferred stock. Provide this additional level of detail where the PIPE financing is identified and described as a material financing transaction pursuant to Item 1604 of Regulation S-K elsewhere in the proxy statement/prospectus as well. Additionally, please clarify whether the PIPE financing will trigger any anti-dilution adjustment with respect to the founder shares.

We have revised the disclosure on page 24 of the Registration Statement to include a question titled “Did the parties engage in any third party financing in connection with the Business Combination,” and have revised the disclosure elsewhere as appropriate throughout the Registration Statement, as requested.

Q: What happens if a substantial number of Public Shareholders exercise their redemption rights?, page 23

3.

Your pro forma book value amount in the 100% redemption scenario disclosed on page 24 is not consistent with the pro forma combined total stockholders’ equity amount under the maximum redemption scenario disclosed on page 111. Please revise to reconcile the difference.

We have revised the disclosure on page 24 of the Registration Statement to reconcile the difference as requested

Q: What happens to the funds deposited in the Trust Account after completion..., page 25

4.

Where you discuss the anticipated liquidity position of Pubco taking into consideration the level of redemptions "and other financing transactions being undertaken in connection with the Business Combination," please distinguish between the level of funds that the combined company is expected to receive pursuant to the PIPE financing at the closing of the business combination versus the amount that depends on whether the PIPE investor elects to and/or is forced to exercise its preferred warrants for Series B preferred stock. Highlight, if true, that while the PIPE is for "up to" $5 million, there is no guarantee that Pubco will receive this full amount.

We have revised the disclosure on page 25 of the Registration Statement as requested.

2

GRAUBARD MILLER

Securities and Exchange Commission

Page 3

December 13, 2024

Summary Unaudited Pro Forma Condensed Combined Financial Information, page 52

5.

Your pro forma combined “total operating expenses,” “loss from operations,” “loss before provision for income taxes,” “net loss,” and “weighted average shares outstanding – basic and diluted” amounts under both redemption scenarios for the year ended December 31, 2023 are inconsistent with the amounts disclosed in your pro forma condensed combined statement of operations for the year ended December 31, 2023 on page 113. Please revise to reconcile the difference.

We have revised the disclosure on page 52 of the Registration Statement to reconcile the difference as requested.

Comparative Per Share Data, page 53

6.

Please revise your pro forma combined net loss attributable to shareholders and weighted average shares outstanding – basic and diluted amounts under both redemption scenarios for the year ended December 31, 2023 to ensure they are consistent with the amounts disclosed in your pro forma condensed combined statement of operations for the year ended December 31, 2023 presented on page 113.

We have revised the disclosure on page 53 of the Registration Statement to reconcile the difference as requested.

Proposal 1: The Business Combination Proposal

Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 88

7.

We note your disclosure revisions in response to prior comment 1. Please remove the descriptor "pro forma" from the line items included in your dilution table presented in accordance with Item 1604(c) of Regulation S-K and the related disclosure above the dilution table. Since the NVPS amounts under all selected redemption levels are calculated based on historical amounts from BFAC's September 30, 2024 financial statements, they are not pro forma amounts, and are later adjusted for sources of dilution items, excluding the de-SPAC transaction itself.

We have revised the disclosure on page 88 of the Registration Statement as requested.

8.

We note your response to prior comment 2 that only the first installment of the PIPE Financing is included in the dilution table. Please include a footnote to the dilution table to describe the terms of your PIPE Agreement dated November 22, 2024, including a detail description of the three installments of this PIPE Financing. Please tell us how you determined the remaining two installments are not material probable transactions and other material effects on BFAC's net tangible book value per share from the de-SPAC transaction. Refer to Item 1604(c) of Regulation S-K.

We have revised the disclosure on page 88 of the Registration Statement to include a detailed description of the three installments of the PIPE Financing as requested. The Company has advised us that it has determined that the second two installments of the PIPE Financing are not material probable transactions and are unlikely to have a material impact on BFAC's net tangible book value per share resulting from the Business Combination. The second installment of $1.6 million is contingent upon the passage of 60 trading days from the consummation of the Business Combination and the satisfaction of certain conditions, as detailed in the Registration Statement, creating significant uncertainty regarding the consummation of such tranche. The third installment of $1.0 million is at the investor's sole discretion, with no obligation or assurance of its consummation, further reducing its likelihood of materialization. We have been advised that the Company has evaluated the equity conditions of the second two installments and determined that it is not appropriate to make a “more likely than not” conclusion. Accordingly, we have also revised the disclosure on page 88 of the Registration Statement to clarify that the second two installments are not guaranteed and therefore are excluded from the adjustments to the dilution table.

3

GRAUBARD MILLER

Securities and Exchange Commission

Page 4

December 13, 2024

Background of the Business Combination, page 93

9.

Please supplement this section with additional detail regarding the background and negotiation of the PIPE transaction, including who selected the PIPE investor(s), the investor(s) relationships with the SPAC, the sponsors, the target, and/or its affiliates, and how the terms of the PIPE were determined.

We have revised the disclosure on page 96 of the Registration Statement as requested.

Unaudited Pro Forma Condensed Combined Financial Information

Notes to Unaudited Pro Forma Condensed Combined Financial Information

2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2024, page 115

10.

With reference to Note (K), please tell us how you determined that it is not necessary to give effect to the remaining two installments of the three-installment $5 million PIPE Financing in your pro forma balance sheet. Refer to Article 11 of Regulation S-X. Please also expand your footnote to describe the contingent conditions related to the remaining two PIPE Financing installments.

We have revised the disclosure on page 115 of the Registration Statement to expand Note (K) to include more detailed information of the PIPE Financing, including the contingent conditions of each installment. As indicated above in response to comment 8, the Company has determined that the second two installments of the PIPE Financing are not material probable transactions. As a result, the second two installments have been excluded from adjustments to the pro forma balance sheet.

4

GRAUBARD MILLER

Securities and Exchange Commission

Page 5

December 13, 2024

3. Net Income Share, page 116

11.

Your pro forma net loss attributable to common shares amounts under both redemption scenarios for the year ended December 31, 2023 do not agree to the pro forma combined net loss amounts disclosed on page 113. Please revise to reconcile the difference.

We have revised the disclosure on page 116 of the Registration Statement to reconcile the difference as requested.

Index to Financial Statements, page 207

12.

Please provide audited financial statements for the registrant, Classover Holdings, Inc., as required by Item 14(e) of Form S-4. Please also provide the disclosure required by Item 509 of Regulation S-K related to Classover Holdings, Inc.'s audited financial statements in the Experts section on page 206 and a consent from Classover Holdings, Inc.'s auditor.

We have revised the disclosure in the Registration Statement as requested to (i) include Classover Holdings’ audited financial statements, (ii) revise the “Experts” section to provide the required disclosure by Item 509 of Regulation S-K related to Classover Holdings’ audited financial statements and (iii) provide a consent from Classover Holdings’ auditors.

Notes to Interim Condensed Consolidated Financial Statements

Note 6. Income Taxes, page F-11

13.

Please revise your note disclosure to provide your income tax information for the three and nine months ended September 30, 2024.

We have revised the disclosure on page F-11 of the Registration Statement to include income tax information for the three and nine months ended September 30, 2024 as requested.

General

14.

We note your added disclosure regarding a $130,000 promissory note issued by the target company to Hui Luo during the interim financial period ended September 30, 2024. Please revise your related party transaction disclosure beginning at page 190 to disclose the amount outstanding as of the most recent practicable date and file related agreements as exhibits to the registration statement. Clarify where appropriate whether Pubco will assume this debt, and to the extent any outstanding amount gives rise to any actual or potential material conflict of interest between the target company's officers or directors and unaffiliated securityholders of the SPAC, update your conflict of interest disclosure accordingly.

We have revised the disclosure on pages 47, 92 and 190 of the Registration Statement and filed the related agreement as requested.

*************

5

GRAUBARD MILLER

Securities and Exchange Commission

Page 6

December 13, 2024

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

6

December 9, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Registration Statement on Form S-4
Filed November 26, 2024
File No. 333-283454
Dear Fanghan Sui and Hui Luo:
            We have reviewed your 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.
Registration Statement on Form S-4 filed November 26, 2024
Frequently Used Terms, page 15
1.Please refer to the PIPE Financing definition.  Please revise to disclose the purchase
price of the initial 2,400 shares of Series B preferred stock and the exercise prices of
the First Preferred Warrants and Second Preferred Warrants.  Additionally, please
briefly detail the conversion mechanics of the Series B preferred stock.

December 9, 2024
Page 2
Questions and Answers About the BFAC Shareholder Proposals, page 20
2.Refer to comment 3 of our letter dated June 11, 2024. Please supplement this section
with a question and answer regarding the PIPE financing of up to $5 million
contemplated by the securities purchase agreement entered into on November 22,
2024. Discuss the terms and price of the securities to be issued to the PIPE investor
and how they compare to the terms and price of the securities to be held by public
shareholders. For example, describe the adjustable conversion price mechanism of the
Series B preferred stock and disclose the exercise price and other terms of the First
Preferred Warrants and Second Preferred Warrants, including the conditions under
which Pubco may force the PIPE investor to exercise the First Preferred Warrants for
Series B preferred stock. Provide this additional level of detail where the PIPE
financing is identified and described as a material financing transaction pursuant to
Item 1604 of Regulation S-K elsewhere in the proxy statement/prospectus as well.
Additionally, please clarify whether the PIPE financing will trigger any anti-dilution
adjustment with respect to the founder shares.
Q: What happens if a substantial number of Public Shareholders exercise their redemption
rights?, page 23
3.Your pro forma book value amount in the 100% redemption scenario disclosed on
page 24 is not consistent with the pro forma combined total stockholders’ equity
amount under the maximum redemption scenario disclosed on page 111. Please revise
to reconcile the difference.
Q: What happens to the funds deposited in the Trust Account after completion..., page 25
4.Where you discuss the anticipated liquidity position of Pubco taking into
consideration the level of redemptions "and other financing transactions being
undertaken in connection with the Business Combination," please distinguish between
the level of funds that the combined company is expected to receive pursuant to the
PIPE financing at the closing of the business combination versus the amount that
depends on whether the PIPE investor elects to and/or is forced to exercise its
preferred warrants for Series B preferred stock. Highlight, if true, that while the PIPE
is for "up to" $5 million, there is no guarantee that Pubco will receive this full
amount.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 52
5.Your pro forma combined “total operating expenses,” “loss from operations,” “loss
before provision for income taxes,” “net loss,” and “weighted average shares
outstanding – basic and diluted” amounts under both redemption scenarios for the
year ended December 31, 2023 are inconsistent with the amounts disclosed in your
pro forma condensed combined statement of operations for the year ended December
31, 2023 on page 113. Please revise to reconcile the difference.
Comparative Per Share Data, page 53
Please revise your pro forma combined net loss attributable to shareholders and
weighted average shares outstanding – basic and diluted amounts under both 6.

December 9, 2024
Page 3
redemption scenarios for the year ended December 31, 2023 to ensure they are
consistent with the amounts disclosed in your pro forma condensed combined
statement of operations for the year ended December 31, 2023 presented on page 113.
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 88
7.We note your disclosure revisions in response to prior comment 1. Please remove the
descriptor "pro forma" from the line items included in your dilution table presented in
accordance with Item 1604(c) of Regulation S-K and the related disclosure above the
dilution table. Since the NVPS amounts under all selected redemption levels are
calculated based on historical amounts from BFAC's September 30, 2024 financial
statements, they are not pro forma amounts, and are later adjusted for sources of
dilution items, excluding the de-SPAC transaction itself.
8.We note your response to prior comment 2 that only the first installment of the PIPE
Financing is included in the dilution table. Please include a footnote to the dilution
table to describe the terms of your PIPE Agreement dated November 22, 2024,
including a detail description of the three installments of this PIPE Financing. Please
tell us how you determined the remaining two installments are not material probable
transactions and other material effects on BFAC's net tangible book value per share
from the de-SPAC transaction. Refer to Item 1604(c) of Regulation S-K.
Background of the Business Combination, page 93
9.Please supplement this section with additional detail regarding the background and
negotiation of the PIPE transaction, including who selected the PIPE investor(s), the
investor(s) relationships with the SPAC, the sponsors, the target, and/or its affiliates,
and how the terms of the PIPE were determined.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of September
30, 2024, page 115
10.With reference to Note (K), please tell us how you determined that it is not necessary
to give effect to the remaining two installments of the three-installment $5 million
PIPE Financing in your pro forma balance sheet. Refer to Article 11 of Regulation S-
X. Please also expand your footnote to describe the contingent conditions related to
the remaining two PIPE Financing installments.
3. Net Income Share, page 116
11.Your pro forma net loss attributable to common shares amounts under both
redemption scenarios for the year ended December 31, 2023 do not agree to the pro
forma combined net loss amounts disclosed on page 113. Please revise to reconcile
the difference.

December 9, 2024
Page 4
Index to Financial Statements, page 207
12.Please provide audited financial statements for the registrant, Classover Holdings,
Inc., as required by Item 14(e) of Form S-4. Please also provide the disclosure
required by Item 509 of Regulation S-K related to Classover Holdings, Inc.'s audited
financial statements in the Experts section on page 206 and a consent from Classover
Holdings, Inc.'s auditor.
Notes to Interim Condensed Consolidated Financial Statements
Note 6. Income Taxes, page F-11
13.Please revise your note disclosure to provide your income tax information for the
three and nine months ended September 30, 2024.
General
14.We note your added disclosure regarding a $130,000 promissory note issued by the
target company to Hui Luo during the interim financial period ended September 30,
2024. Please revise your related party transaction disclosure beginning at page 190 to
disclose the amount outstanding as of the most recent practicable date and file related
agreements as exhibits to the registration statement. Clarify where appropriate
whether Pubco will assume this debt, and to the extent any outstanding amount gives
rise to any actual or potential material conflict of interest between the target
company's officers or directors and unaffiliated securityholders of the SPAC, update
your conflict of interest disclosure accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Gallant
Joshua Teitelbaum

CORRESP
1
filename1.htm

classover_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

 November 25, 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.

     Amendment No. 4 to Draft Registration Statement on Form S-4

     Submitted October 28, 2024

     CIK No.: 0002022308

 Ladies and Gentlemen:

 On behalf of Classover Holdings, Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff of the Securities and Exchange Commission (the “SEC”) dated November 13, 2024, relating to the above-referenced Draft Registration Statement on Form S-4 (the “Registration Statement”). Captions and page references herein correspond to those set forth in the revised Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

 Securities and Exchange Commission

 November 25, 2024

 Page 2

 Amendment No. 4 to Draft Registration Statement on Form S-4 Submitted October 28, 2024

 Proposal 1: The Business Combination Proposal

 Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85

         1.

   Refer to the dilution table presented on page 88. The Net Tangible Book Value amounts used to calculate your net tangible book value per share (NVPS) under all redemption levels appear to be the combined entity's pro forma total shareholder’s equity calculated in accordance with Article 11 of Regulation S-X. The numbers of Pro Forma Pubco Shares at Closing used to calculate your NVPS include the Pubco Class A common shares and Pubco Class B common shares to be issued to the existing Classover security holders in the de-SPAC transaction. The pro forma amounts presented are not consistent with the requirements in Item 1604(c) of Regulation S-K; therefore, please revise your NVPS calculation using the SPAC's net tangible book value divided by the number of SPAC’s common stock outstanding as of the most recent balance sheet date based on selected redemption levels. Please present the adjustments that give effect to each source of dilution, such as material probable or consummated transactions and other material effects on the SPAC's net tangible book value from the de-SPAC transaction (e.g., reclassification from trust account, all financing transactions, payments of compensation to a SPAC sponsor, de-SPAC transaction costs, etc.), while excluding the de-SPAC transaction itself. Also, present the adjustments to the number of shares used to determine the per share component of net tangible book value per share, as adjusted (e.g., PIPE Shares, shares issued upon debt conversion, other share adjustments--excluding the de-SPAC transaction itself--that are probable of occurring prior to or in conjunction with the de-SPAC transaction, etc.). Refer to Item 1604(c) of Regulation S-K.

 We have revised the disclosure on page 88 of the Registration Statement to reflect the revised calculation of NVPS, the adjustments to the numerator and denominator, and as-adjusted NVPS as requested

         2.

   We note your response to prior comment 5 and your disclosure revisions on page 88. Please tell us your consideration of including PIPE Financing in your Adjusted Net Tangible Book Value calculation.

 We have revised the disclosure in the Registration Statement to include the initial installment of PIPE Financing in the adjusted net tangible book value calculation as the Company has concluded that this transaction is material and reasonably likely to occur in conjunction with the Business Combination. The Company executed the subscription agreements for the PIPE Financing on November 22, 2024, and the closing of the initial installment of the PIPE Financing is contingent upon the closing of the Business Combination. The net proceeds from the initial installment of the PIPE Financing at closing of the Business Combination was applied to the numerator, and the issuance of shares of Series B Preferred Stock in connection with the initial installment of the PIPE Financing on an as converted basis was applied to the denominator.

 *************

 Securities and Exchange Commission

 November 25, 2024

 Page 3

  If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

  Sincerely,

  /s/ Jeffrey M. Gallant

 JMG:kab

 Enclosure

         cc:

   Fanghan Sui

     Hui Luo

November 13, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 4 to Draft Registration Statement on Form S-4
Submitted October 28, 2024
CIK No. 0002022308
Dear Fanghan Sui and Hui Luo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October  18, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form S-4 Submitted October 28, 2024
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85

November 13, 2024
Page 2
1.Refer to the dilution table presented on page 88. The Net Tangible Book Value
amounts used to calculate your net tangible book value per share (NVPS) under all
redemption levels appear to be the combined entity's pro forma total shareholder’s
equity calculated in accordance with Article 11 of Regulation S-X. The numbers of
Pro Forma Pubco Shares at Closing used to calculate your NVPS include the Pubco
Class A common shares and Pubco Class B common shares to be issued to the
existing Classover security holders in the de-SPAC transaction. The pro forma
amounts presented are not consistent with the requirements in Item 1604(c) of
Regulation S-K; therefore, please revise your NVPS calculation using the SPAC's net
tangible book value divided by the number of SPAC’s common stock outstanding as
of the most recent balance sheet date based on selected redemption levels. Please
present the adjustments that give effect to each source of dilution, such as material
probable or consummated transactions and other material effects on the SPAC's net
tangible book value from the de-SPAC transaction (e.g., reclassification from trust
account, all financing transactions, payments of compensation to a SPAC sponsor, de-
SPAC transaction costs, etc.), while excluding the de-SPAC transaction itself. Also,
present the adjustments to the number of shares used to determine the per share
component of net tangible book value per share, as adjusted (e.g., PIPE Shares, shares
issued upon debt conversion, other share adjustments--excluding the de-SPAC
transaction itself--that are probable of occurring prior to or in conjunction with the de-
SPAC transaction, etc.). Refer to Item 1604(c) of Regulation S-K.
2.We note your response to prior comment 5 and your disclosure revisions on page 88.
Please tell us your consideration of including PIPE Financing in your Adjusted Net
Tangible Book Value calculation.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kelly Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 18, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 3 to Draft Registration Statement on Form S-4
Submitted October 1, 2024
CIK No. 0002022308
Dear Fanghan Sui and Hui Luo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 24, 2024 letter.

October 18, 2024
Page 2
Amendment No. 3 to Draft Registration Statement on Form S-4 submitted October 1, 2024
Questions and Answers About the BFAC Shareholder Proposals
Q: What happens if a substantial number of Public Shareholders exercise their redemption
rights?, page 23
1.The "Pro Forma Pubco Common Shares at Closing" amounts under all redemption
scenarios presented on page 24 do not appear to equal the sum of all Pubco shares
held by various shareholder groups. Please revise to reconcile the differences.
2.It appears the sum of Pubco shares held by BFAC sponsors and affiliates disclosed on
page 24 is inconsistent with the number of Pubco common shares held by BFAC
founder and affiliates disclosed on page 86. Please revise to reconcile the difference.
Risk Factors
Risks Related to the Company's Business and Pubco After the Business Combination
The Pubco Charter will provide, subject to limited exceptions..., page 64
3.We reissue prior comment 5. Refer to paragraph (B) of Article Ninth of the Amended
and Restated Certificate of Incorporation included as Annex B, which states that,
"...the federal district courts of the United States of America shall, to the fullest extent
permitted by law, be the sole and exclusive forum for the resolution of any complaint
asserting a cause of action arising under the Securities Act of 1933, as amended."
Revise your disclosure here and at page 200 to describe this provision and address
whether there is uncertainty as to whether a court would enforce the provision. In this
regard, your revisions in response to prior comment 5 continue to relate only to the
Delaware Court of Chancery exclusive forum provision in paragraph (A) of Article
Ninth and do not address the separate federal district court exclusive forum provision
in paragraph (B) of Article Ninth.
Proposal 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 85
While we note your response to prior comment 6, it does not appear that the dilution
table on page 88 has been meaningfully restructured and we reissue. Revise to show,
in this table on a line-by-line basis at each redemption scenario:
•the net tangible book value as of the most recent balance sheet date that you are
using as the starting point for your calculation of adjusted net tangible book
value;
•each adjustment to such figure that you are making to arrive at adjusted net
tangible book value;
•each adjustment to the number of shares used as the denominator when
calculating adjusted net tangible book value per share, or "as-adjusted NVPS" as
you refer to the metric.
Each redemption level should only show a single adjusted net tangible book value per
share, calculated as if the selected redemption level has occurred and to give effect to
material probable or consummated transactions and other material effects of the de-
SPAC transaction, while excluding the de-SPAC transaction itself. In other words, the
table should show at each redemption level a single adjusted NVPS, difference 4.

October 18, 2024
Page 3
between adjusted NVPS and the SPAC IPO offering price, and Equalizing Company
Value. In this regard, the table at page 88 continues to show separate NVPS and
"Difference" figures for each of the 2024 Incentive Plan, PIPE Financing, BFAC
public warrants, and BFAC Working Capital Warrants.
5.We note your response to prior comment 7 and the revisions to your disclosure. It
does not appear that you have completely addressed our comment. As previously
requested, please address the following:
•Please describe the model, methods, assumptions, estimates, and parameters
necessary to understand the tabular disclosure.
•Please tell us and disclose how you determined the issuances of Pubco shares
under 2024 Incentive Plan and for the exercises of BFAC public warrants and
working capital warrants are material transactions reasonably likely to occur in
connection with the Business Combination; therefore, should be presented as
adjustments in your dilution table.
•Please tell us how you have included the 975,000 common shares to be issued to
the advisors and the estimated transaction costs to be incurred by BFAC in
connection with the Business Combination as adjustments in your dilution table.
We refer you to Item 1604(c) of Regulation S-K for guidance.
Background of the Business Combination, page 93
6.We note your response to prior comment 10, particularly the added disclosure that
Cohen & Company did not prepare any "valuation" report, opinion, or appraisal on the
target company. Because Item 1607(a) of Regulation S-K encompasses a broader set
of reports, opinions, or appraisals than those solely related to valuation, please further
clarify whether the SPAC or its sponsor received anything from Cohen & Company
that would fall within Item 1607(a) of Regulation S-K. In this regard, we note that
your response to comment 14 in our letter dated August 8, 2024 provided a more
fulsome confirmation that RingRoad Corp did not prepare any such report, opinion, or
appraisal.
Information About BFAC
SPAC Sponsors
IPO Sponsor, page 125
7.Please explain why you have revised to state that "the IPO Sponsor currently holds
and is expected to hold as of immediately prior to the consummation of the Business
Combination a total of 4,090,716 Founder Shares," or revise accordingly. In this
regard, this figure is inconsistent with both the 2,576,601 shares attributed to the IPO
Sponsor in the sponsor compensation table at page 36 and the 2,751,601 shares
disclosed in the beneficial ownership table at page 194. Please also ensure that the
figures at pages 36 and 194 are consistent, if appropriate.
Battery Future Acquisition Corp. and Subsidiaries
Consolidated Balance Sheets, page F-43
8.Please revise your disclosure to reflect the numbers of Class A and Class B ordinary
shares issued and outstanding as of June 30, 2024.

October 18, 2024
Page 4
General
9.We note your disclosure that, although BFAC's securities are currently listed on
NYSE, you have applied to list Pubco's Class B Common Stock and Warrants on
Nasdaq. However, where you discuss Pubco's corporate governance structure and
controlled company status, you continue to refer to NYSE listing rules. For example
on the cover page you state that "Pubco will be 'controlled company' as defined in the
corporate governance rules of NYSE," and at page 182 you state that, "Pubco’s Board
has determined that, upon the consummation of the Business Combination, each of
[•], [•], and [•] will be an independent director under the NYSE listing rules..." Please
explain why this is appropriate, or comprehensively revise to refer to Nasdaq listing
rules when discussing Pubco after the business combination. Additionally, please add
a risk factor related to Pubco's ability to comply with Nasdaq listing rules, and
disclose in such risk factor that pursuant to recent Nasdaq listing rule amendments
effective October 7, 2024, Pubco must comply with listing standards immediately
upon consummation of the business combination or face suspension or delisting, with
no grace period to "cure" the deficiencies.
10.As the cover page suggests that you intend to register preferred stock of Pubco but
there is no certificate of designation for this class included as an exhibit, please clarify
whether a class of Pubco preferred stock has been established. If so, describe the
terms of such class in "Description of Pubco Securities" pursuant to Item 202 of
Regulation S-K, and file the related certificate of designation or authorizing document
as an exhibit to the registration statement.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related
matters. Please contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

September 24, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 2 to Draft Registration Statement on Form S-4
Submitted August 27, 2024
CIK No. 0002022308
Dear Fanghan Sui and Hui Luo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
August 8, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-4 submitted August 27, 2024
Letter to Shareholders, page 4
Please relocate the tabular disclosure of sponsor compensation so that it is provided in the
prospectus summary. Refer to Item 1604(b)(4) of Regulation S-K. Rather than including 1.

September 24, 2024
Page 2
the full tabular disclosure in the letter to stockholders, revise to state succinctly the
amount of compensation received or to be received by each SPAC sponsor, the amount of
securities issued or to be issued to each SPAC sponsor, and the price paid or to be paid for
such securities. State whether this compensation and securities issuances may result in
material dilution of the equity interests of non-redeeming shareholders, and prominently
cross-reference your relocated sponsor compensation table. Refer to Item 1604(a)(3) of
Regulation S-K.
2.Please enhance and expand your tabular disclosure of sponsor compensation and
securities issued to the sponsors to show, via separate line items under each of the IPO
Sponsor and Camel Bay, each element of compensation received or to be received and
each set of securities issued or to be issued to such sponsors, as well as the price paid or to
be paid for such securities. In this regard, we note that your table aggregates what is
currently outstanding as securities to be issued and as compensation to be paid, but the
table should depict all prior compensation and securities issuances as well. For example,
the tabular disclosure should demonstrate the previous loans evidenced by promissory
notes issued to the IPO Sponsor, as well as the IPO Sponsor's previous BFAC Warrant
holdings. We further note that you state that amounts received by the IPO Sponsor
pursuant to the Administrative Services Agreement may be considered compensation at
page 121, but do not acknowledge such amounts in the table. In making your revisions,
please disclose the price paid by Camel Bay for its founder shares. Lastly, with respect to
the Merger Consideration Pubco Shares to be issued to the IPO Sponsor and Camel Bay,
please revise to disclose the consideration value per share and the consideration value on
an aggregate basis for each party.
Questions and Answers About the BFAC Shareholder Proposals
Q: What happens if a substantial number of Public Shareholders exercise their redemption
rights?, page 23
3.Please tell us your calculations of the following measures disclosed in your anticipated
ownership of Pubco upon completion of the Business Combination table on page 24:
•Pro forma book value amounts under the 25% and 75% redemption assumptions.
•Dilution in Book Value Per Share to Class A Public Shareholders at Closing as
Compared to Initial Public Offering Price of $10 per Share measures under all
redemption assumptions.
•Dilution in Book Value Per Share to Class A Public Shareholders at Closing as
Compared to Redemption Price of $11.24 per Share as of June 30, 2024 measures
under all redemption assumptions.
Summary of the Proxy Statement/Prospectus
BFAC, page 34
4.We note that BFAC, IPO Sponsor, Pala and Camel Bay entered into a share purchase
agreement on January 16, 2024.  Please revise to discuss in greater detail the specific
amounts paid by Camel Bay under this agreement for the various share purchases versus
the cancelation of certain outstanding BFAC securities (i.e. warrants and notes).  In this
regard, we note that its unclear the amount paid by Camel Bay for the 4,193,695 Founder
Shares versus the extinguishment of outstanding promissory notes.

September 24, 2024
Page 3
Risk Factors
Risks Related to the Company's Business and Pubco After the Business Combination
The Pubco Charter will provide, subject to limited exceptions, that the Court of Chancery..., page
62
5.We note your response to prior comment 8. Please further revise your disclosure to reflect
that paragraph B of Article Ninth of the Amended and Restated Certificate of
Incorporation of Classover Holdings, Inc. included as Annex B provides for a federal
district court exclusive forum provision for claims arising under the Securities Act. Such
provision is inconsistent with your statement that "the Court of Chancery and the federal
district court for the District of Delaware shall have concurrent jurisdiction" for actions
brought under the Securities Act. Make conforming revisions where the exclusive forum
provisions of Pubco's charter are discussed at page 194.
Proposal No 1: The Business Combination Proposal
Potential Dilution to Non-Redeeming BFAC Public Shareholders, page 83
6.We note your response to prior comment 36. Please revise and restructure the dilution
table so that it shows via separate sets of line items: (1) the nature and amount of each
adjustment to net tangible book value as of the most recent balance sheet date filed to
arrive at the adjusted net tangible book value used to calculate net tangible book value per
share, as adjusted and (2) each adjustment to the number of shares used to calculate net
tangible book value per share, as adjusted. Further revise so that the table shows, at each
redemption level, a single net tangible book value per share, as adjusted, determined
pursuant to Item 1604(c) of Regulation S-K, as well as the difference between such net
tangible book value per share, as adjusted, and the IPO price and the Equalizing Company
Value. In this regard, the table is unclear by showing a separate NVPS for each dilution
source.
7.As requested in prior comment 36, please describe the model, methods, assumptions,
estimates, and parameters necessary to understand the tabular disclosure. Please tell us
and disclose why it is appropriate to present the issuances of shares under 2024 Incentive
Plan and for the exercise of BFAC public warrants as sources of dilution in your
calculation of net tangible book value per share, as adjusted. Please also tell us your
consideration of including the issuance of 975,000 ordinary shares to advisors at the
Closing and the transaction expenses to be incurred in connection with the Business
Combination in the determination of your net tangible book value per share, as adjusted,
as of the most recent balance sheet date. Additionally, please enhance your disclosure
outside the table to describe each material potential source of future dilution that does not
rise to the level of a “material probable or consummated transaction” and thus is not
included in the dilution table. For example, we note your disclosure on page 35 regarding
certain outstanding promissory note amounts to Camel Bay that may be converted into
BFAC warrants upon the consummation of the Business Combination. Refer to Item
1604(c) of Regulation S-K.

September 24, 2024
Page 4
8.Refer to footnotes (1) through (4). It appears your adjusted net tangible book value per
share measures under all potential redemption levels are determined based on 5,170,599
public shares subject to possible redemption, which is inconsistent with the 3,683,125
public shares subject to possible redemption remained outstanding as of 6/30/2024
disclosed in the prospectus. Please revise to reconcile the difference.
Interests of BFAC's Directors and Officers and Others in the Business Combination, page 86
9.We note your response to prior comment 10, particularly your statement that there are "no
actual or potential material conflicts of interest between Class Over's officers or directors
and the unaffiliated security holders of BFAC." As it appears that Stephanie Luo will
serve as the Chief Executive Officer, Chairwoman, and controlling shareholder of Pubco
following the business combination and will be issued common stock with higher voting
power than that issued to public shareholders, please explain to us in greater detail your
determination that there are no actual or potential material conflicts of interest involving
the target company's officers and directors to be disclosed.
Background of the Business Combination, page 88
10.We note your response to prior comment 14, as well as your added disclosure that Cohen
& Company "is providing BFAC with advice relating to consummating the Business
Combination." Please clarify, as you have with respect to RingRoad, whether Cohen
& Company has provided the BFAC board with any report that would be considered a
"report, opinion, or appraisal" within the meaning of Item 1607(a) of Regulation S-K. If
so, please provide the information with respect to such report, opinion, or appraisal
required by Items 1607(b) and (c) of Regulation S-K.
Recommendation of the BFAC Board and Reasons for the Business Combination, page 91
11.We note your response to prior comment 13 and reissue in part. Include an affirmative
statement as to whether or not the de-SPAC transaction is structured so that approval of at
least a majority of unaffiliated security holders of BFAC is required. Refer to Item
1606(c) of Regulation S-K.
Proposal 2: The Pubco Organizational Documents Advisory Proposal, page 98
12.We note that a number of the sub-proposal descriptions state that certain provisions of
Pubco's charter and bylaws, such as the inability of stockholders to act by written
consent, will take effect only when "the holders of Pubco Class A Common Stock" no
longer own a majority of voting power. However, the form of Pubco's amended and
restated charter included as Annex B specifically states that such provisions will take
effect "from and after the first date on which Hui Luo no longer beneficially owns more
than 50% of the outstanding voting stock of the Corporation." Please revise here and
elsewhere throughout the proxy statement/prospectus to reflect that the contingent charter
provisions depend upon Luo's holdings.

September 24, 2024
Page 5
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024, page 106
13.Please tell us why the BFAC Class A Ordinary shares are not converted into TOPCO
Class B ordinary shares on an one-on-one basis in connection with the Business
Combination.
Certain Material United States Federal Income Tax Considerations
Material U.S. Federal Income Tax Effects of the Business Combination, page 115
14.Please revise or remove your statement that this section constitutes the opinion of counsel
"solely with respect to the holders of BFAC Ordinary Shares." In this regard, the revised
disclosure speaks to material tax consequences of the business combination to holders of
both BFAC and Company securities, as well as BFAC, Pubco, and the Company, as
required by Item 1605(b)(6) of Regulation S-K. Make conforming revisions to the short-
form opinion filed as Exhibit 8.1. Additionally, in the question and answer related to
material tax consequences at page 29, revise to acknowledge material consequences to
BFAC, Pubco, and the Company, as you have done in this section. In this regard, we note
that the question and answer speaks to consequences only to "U.S. Holder[s]."
Alternatively, if the Graubard Miller tax opinion will be limited to the SPAC shareholders
in this business combination, please provide a second tax opinion which covers the
target's shareholders.
15.While we note your response to prior comment 25, your statement beginning, "[i]f the
Business Combination is treated as a reorganization within the meaning of Section 368(a)
of the Code and/or a transaction governed by Section 351 of the Code..." continues to
assume the tax consequence at issue, namely whether the business combination will
qualify as a tax-free reorganization or otherwise qualify for tax-free treatment. Please
remove this assumption and provide an opinion with respect to each material tax
consequence of the transaction. Refer to Section III.C.3 of Staff Legal Bulletin No. 19. If
there is a lack of authority directly addressing the tax consequences of the transaction,
conflicting authority or significant doubt about the tax consequences of the transaction
and tax counsel issues a "should" or "more likely than not" opinion with respect to this tax
consequence, tax counsel should explain in additional detail why it cannot give a "will"
opinion and describe the degree of uncertainty in the opinion. Refer to Section III.C.4 of
Staff Legal Bulletin No. 19. Make conforming revisions to the question and answer
regarding material tax consequences at page 29.
Information About BFAC
SPAC Sponsors
Camel Bay, page 122
16.Please disclose the natural person that controls the 100% interest of Camel Bay held by
managing member Graham Wood, LLC.
Information About Classover, page 138
We note your responses to prior comments 28 and 29, which suggest that you take the
position that your "technology service agreements" with third-party platforms and service
providers and your arrangement with your single marketing consulting customer "with a 17.

September 24, 2024
Page 6
term of one year" do not need to be filed as exhibits to the registration statement because
they are not "long term." Please advise why these agreements are not required to be filed
pursuant to Item 601(b)(10) of Regulation S-K, which does not distinguish between long-
term and short-term contracts. Alternatively, file such agreement(s) as exhibits to the
registration statement.
Classover Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 159
18.Please balance your disclosure of the target company's "rapid growth" by acknowledging
the bottom line losses from operations and net losses for the periods discussed.
Report of Independent Registered Public Accounting Firm, page F-34
19.Your auditor references to Classover Holdings, Inc.’s consolidated statements of
operations, changes in stockholders’ equity, and cash flows as of June 30, 2024 in the first
paragraph of the audit report. Please have your auditor revise their report to identify the
appropriate financial statements that have been audited. Refer to PCAOB AS 3101.08(b).
            Please contact Ta Tanisha Meadows at 202-551-3322 or Suying Li at 202-551-3335 if
you have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

August 8, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Hui Luo
Chief Executive Officer
Class Over Inc.
450 7th Avenue, Suite 905
New York, NY 10123
Re:Classover Holdings, Inc.
Class Over Inc.
Amendment No. 1 to Draft Registration Statement on Form S-4
Submitted July 10, 2024
CIK No. 0002022308
Dear Fanghan Sui and Hui Luo:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
June 11, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-4 submitted July 10, 2024
Letter to Shareholders, page 2
Where you have made revisions in response to prior comment 1 here and in the
prospectus summary and question and answer section, further revise to identify Hui Luo 1.

August 8, 2024
Page 2
as the controlling shareholder of Pubco following the business combination and explain
that she is the founder and CEO of the target company and will serve as CEO of Pubco.
Additionally, please quantify the controlling shareholder's voting power following the
business combination and, if true, state that the controlling shareholder will have the
ability to determine all matters requiring shareholder approval. Lastly, clarify whether
Pubco will rely upon any controlled company listing standard exemptions immediately
upon consummation of the business combination.
2.Please revise the cross-reference to conflicts of interests disclosure elsewhere in the proxy
statement/prospectus, as you cross reference a section titled "Shareholder Proposal No. 1:
The Business Combination Proposal - Interests of Certain Persons in the Business
Combination," but the heading at page 85 reads "Interests of BFAC's Directors and
Officers in the Business Combination." Make conforming revisions throughout.
3.We note your statement here and at pages 28, 82, and 168 that, “No compensation has
been or will be received…and no securities have been or will be issued by BFAC to
BFAC’s SPAC Sponsors, their affiliates or promoters…” However, you disclose
elsewhere that the SPAC sponsor, its affiliates and promotors have received founder
shares, units (shares and warrants) and promissory notes from BFAC to date. Please
revise to disclose the issuance of these securities and all related information required
pursuant to Item 1604(a)(3) of Regulation S-K and provide in the prospectus summary the
tabular disclosure sought by Item 1604(b)(4) of Regulation S-K. To the extent you
consider any other amounts payable to the sponsor, its affiliates, and promoters to be
compensation, include such amounts in this disclosure as well.
Questions and Answers About the BFAC Shareholder Proposals, page 19
4.Please enhance your discussion of the material effects of the de-SPAC transaction and any
related financing transactions pursuant to Item 1605(c) of Regulation S-K by adding or
supplementing a question and answer to disclose the anticipated liquidity position of the
combined company following the business combination, including the amount of cash it
expects to have following potential shareholder redemptions and the payment of expenses
related to the de-SPAC transaction.
Q: How will the classes of Pubco Common Stock vote in the future?, page 24
5.Please revise to quantify the aggregate voting percentage which will be held by the Class
A Common Stock holders.
Q: What are the U.S. federal income tax consequences to a holder of BFAC Ordinary Shares as a
result of the Business Combination?, page 25
6.Please revise to expand this question and answer to address the federal income tax
consequences of the de-SPAC transaction to BFAC, Class Over and their respective
security holders.  In this regard, we note the current tax discussion is focused on BFAC
and only its security holders.  Additionally, please revise the prospectus throughout
accordingly.  Refer to Item 1605(b)(6) of Regulation S-K.

August 8, 2024
Page 3
Summary of the Proxy Statement/Prospectus, page 33
7.Please provide a brief description in the prospectus summary of the material terms of
material financing transactions that have occurred or will occur in connection with the
consummation of the de-SPAC transaction, the anticipated use of proceeds from these
financing transactions, and the dilutive impact, if any, of these financing transactions on
non-redeeming shareholders. Refer to Item 1604(b)(5) of Regulation S-K. In this regard,
we note that the prospectus summary does not address all of the material financing
transactions since the IPO that are identified in the letter to stockholders.
Risk Factors
Risks Related to the Company's Business and Pubco After the Business Combination
The Pubco Charter will provide, subject to limited exceptions, that the Court of Chancery..., page
61
8.Please revise to eliminate inconsistencies in the description of Pubco's exclusive forum
provision provided in this risk factor and at page 177. For example, this risk factor states
that "derivative actions...actions against directors, officers and employees for breach of
fiduciary duty and other similar actions" may only be brought in the Court of Chancery in
the State of Delaware, while page 177 references only "internal corporate claims."
Further, the description at page 177 states that federal district courts will be the exclusive
forum for claims arising under the Securities Act, but your risk factor disclosure states,
"...the exclusive forum provision does not apply to actions brought under the Securities
Act...for which the Court of Chancery and the federal district court for the District of
Delaware shall have concurrent jurisdiction."
Proposal 1: The Business Combination Proposal
Business Combination Agreement
Covenants, page 82
9.We note your response to prior comment 20, particularly the added disclosure that there
are "certain limitations whereby certain Company Convertible Notes may remain
outstanding and be assumed by Pubco." Please elaborate on the circumstances under
which Pubco may assume Class Over's debt, particularly given the disclosure at page 90
that, "all...existing noteholders are required to convert their outstanding debt to common
stock shares prior to the Closing of the business combination transaction." Disclose where
appropriate in the proxy statement/prospectus, if accurate, the maximum aggregate
principal amount of Class Over convertible notes which could be assumed.
Interests of BFAC's Directors and Officers in the Business Combination, page 85
Expand your conflicts of interest disclosure to also describe any actual or potential
material conflict of interest between the target company's officers or directors and
unaffiliated security holders of BFAC. Refer to Item 1603(b) of Regulation S-K. Make
conforming revisions where such disclosure appears elsewhere. Additionally, we note that
certain transactions involving economic interests of the sponsor, particularly the issuance
of a $1,000,000 and $2,000,000 unsecured convertible promissory note to the sponsor or
affiliated entities in April 2023 and June 2023, respectively, are not disclosed here. We
also note certain outstanding working capital loans. Please tell us your consideration of
omitting these transactions. Lastly, we note that disclosure regarding outstanding loans 10.

August 8, 2024
Page 4
payable to Camel Bay has been added to this section, but it is unclear the basis on which
they are a party requiring conflicts of interest disclosure pursuant to Item 1603(b) of
Regulation S-K. Please clarify whether they are an affiliate of the sponsor or BFAC, or an
otherwise unaffiliated holder of founder shares.
Background of the Business Combination
Description of Negotiation Process with the Company, page 89
11.We note your response to prior comment 21 and reissue in part. Please provide additional
detail about how and when the negotiating parties decided upon the need for the $5
million PIPE financing. While we note from your response to prior comment 3 that you
are still in the early stages of discussing the PIPE financing with investors, please ensure
that you supplement this section with a description of the negotiation process and terms of
the PIPE financing once complete.
Recommendation of the BFAC Board and Reasons for the Business Combination, page 90
12.To the extent any of the following factors were also considered by the BFAC board of
directors in evaluating the business combination, please affirmatively identify them in the
list of factors given "considerable weight": financial projections relied upon by the BFAC
board of directors, the terms of the PIPE financing or any other financing materially
related to the de-SPAC transaction, and the dilution described in response to Item 1604(c)
of Regulation S-K. Refer to Item 1606(b) of Regulation S-K.
13.State whether or not the de-SPAC transaction is structured so that approval of at least a
majority of unaffiliated security holders of BFAC is required. Additionally, include a
statement as to whether or not the de-SPAC transaction was approved by a majority of the
directors of BFAC who are not employees of BFAC. Refer to Items 1606(c) and (e) of
Regulation S-K.
14.Please advise and clarify whether RingRoad, in "provid[ing] third-party diligence
validation on the Classover business" that "bolstered the Board's confidence" in the
business combination, provided the BFAC board with a report which would be considered
a "report, opinion, or appraisal" described in Item 1607(a) of Regulation S-K. If so, please
provide the information with respect to such report, opinion, or appraisal required by
Items 1607(b) and (c) of Regulation S-K. Additionally, please explain the role of Cohen
& Company in the business combination, as they are identified as an additional BFAC
advisor at page 23.
15.In addition to your discussion of BFAC's reasons for the business combination, please
provide a reasonably detailed discussion of the reasons of the target company for
engaging in the de-SPAC transaction. Refer to Item 1605(b)(3) of Regulation S-K.
Certain Unaudited Prospective Financial Information of the Company, page 92
16.Please disclose the party that prepared the target company's projections provided in this
section. Refer to Item 1609(a) of Regulation S-K.
Please disclose the "significantly lower" growth rates for costs and expenses underlying
the projected net income figures. Please also provide detail in this section regarding any
material factors that may affect the assumptions underlying revenue and cost and
expenses projections, pursuant to Item 1609(b) of Regulation S-K. Lastly, we note that 17.

August 8, 2024
Page 5
one of your key assumptions underlying expenses projections is that "capital expenditure
on technology infrastructure will remain flat," but you subsequently state that the
projections are "based on the premise that the Company will continue to innovate its
technological offerings...includ[ing] enhancements to the learning platform." Please
explain how these assumptions are consistent with one another.
18.Disclose whether or not Class Over has affirmed to BFAC that its projections reflect the
view of Class Over's management or board of directors (or similar governing body) about
its future performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus. If the projections no longer reflect the views of Class Over's
management or board of directors (or similar governing body) regarding its future
performance as of the most recent practicable date prior to the date of the proxy
statement/prospectus, clearly state the purpose of disclosing the projections and the
reasons for any continued reliance by the management or board of directors (or similar
governing body) on the projections. Refer to Item 1609(c) of Regulation S-K.
Redemption Rights, page 95
19.Revise to discuss any agreements entered into by the SPAC or its sponsor whereby
shareholders have agreed to waive their redemption rights, and disclose the consideration
provided in exchange for these agreements. In this regard, we note disclosure of non-
redemption agreements from October and November 2023 elsewhere in the proxy
statement/prospectus, but Current Reports on Form 8-K filed by BFAC on May 16, 2024,
May 17, 2024, May 21, 2024, and June 3, 2024 suggest that a number of additional non-
redemption agreements were entered into by BFAC and certain shareholders in
connection with the extraordinary general meeting held on May 30, 2024.
Unaudited Pro Forma Condensed Combined Financial Information, page 103
20.Please revise your disclosure in the second paragraph of the introduction to clarify that the
unaudited pro forma condensed combined balance sheet as of March 31, 2024 are derived
from unaudited balance sheets, and not audited balance sheets.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustments to Unaudited Pro Forma Condensed Balance Sheet as of March 31, 2024, page 109
21.Refer to footnote (I). Please tell us how you determined the $10,827,856 adjustment to
reclassify BFAC’s historical accumulated deficit to additional paid-in capital under
maximum redemption scenario.
22.Refer to footnote (J). Please tell us why you record ($3,746,922) pro forma minimum
financing adjustment under maximum redemption scenario when the pro forma cash
balance would not be negative.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the
Three Months Ended March 31, 2024, page 110
Refer to footnotes (BB) and (CC). You disclose on page 103 that your pro forma
condensed combined statements of operations for the three months ended March 31, 2024
and for the year ended December 31, 2023 give effect to the Business Combination as if it 23.

August 8, 2024
Page 6
had occurred as of January 1, 2023. Please tell us why you present the estimated
transaction costs to be incurred by BFAC and Classover as transaction accounting
adjustments in the pro forma statement of operations for the interim period ended March
31, 2024 when the same adjustments have been presented in the pro forma statement of
operations for the year ended December 31, 2023.
Certain Material United States Federal Income Tax Considerations
Material U.S. Federal Income Tax Effects of the Business Combination, page 116
24.We note that the form of tax opinion of Graubard Miller filed as Exhibit 8.1 is a short-
form tax opinion.  If a short-form tax opinion is provided, both the short-form tax opinion
and the tax disclosure in the prospectus must state clearly that the disclosure in the
referenced tax consequences section of the prospectus is the opinion of the named
counsel.  Please revise the prospectus accordingly.  Refer to Section III.B.2 of Staff Legal
Bulletin No. 19.
25.Please refer to the second paragraph and the introduction which states "[a]ssuming the
Business Combination is treated as a reorganization within the meaning of Section 368(a)
of the Code and/or a transaction governed by Section 351 of the Code..."  Please remove
this assumption as the tax opinion cannot assume the tax consequence at issue.  Refer to
Section III.C.3 of Staff Legal Bulletin No. 19.  If there is a lack of authority directly
addressing the tax consequences of the transaction, conflicting aut

United States securities and exchange commission logo
June 11, 2024
Fanghan Sui
Chief Executive Officer
Classover Holdings, Inc.
8 The Green, #18195
Dover, DE 19901
Re:Classover Holdings, Inc.
Draft Registration Statement on Form S-4
Submitted May 13, 2024
CIK No. 0002022308
Dear Fanghan Sui:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4 submitted May 13, 2024
Letter to Shareholders, page 2
1.Please revise to highlight the dual-class capital structure of Pubco and disparate voting
rights of the Pubco Class A Common Stock and Pubco Class B Common Stock. Clearly
explain that public shareholders will only receive Pubco Class B Common Stock and that
the holder(s) of Pubco Class A Common Stock will control a majority of the combined
voting power of Pubco. Quantify the aggregate combined voting power that holders of
Pubco Class A Common Stock will control. Additionally, please clarify whether any
particular shareholder or group of shareholders will have a controlling interest in Pubco,
and if so, identify such shareholder(s) and discuss whether Pubco will be a "controlled
company" under applicable exchange listing standards. Revise to provide all of this
information where appropriate throughout the proxy statement/prospectus as well, such as
the summary, question and answer, and risk factors sections.

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 2
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 2
2.Please disclose the percentage equity ownership interest in Pubco that will be held by each
of the BFAC public shareholders, the holders of the Founder Shares, and the existing
securityholders of Class Over Inc., assuming both a minimum and maximum redemption
scenario, as well as the exercise and conversion of all securities. Separately specify the
sponsor and its affiliates' total potential ownership interest in Pubco, assuming exercise
and conversion of all securities. Provide this more comprehensive breakdown of
ownership percentages where appropriate elsewhere in the proxy statement/prospectus as
well, such as the risk factor discussing sources of dilution at page 73.
Questions and Answers About the BFAC Shareholder Proposals, page 19
3.Please supplement this section with a question and answer regarding the status of the $5
million PIPE financing contemplated by the Business Combination Agreement. Discuss
the expected use of proceeds, whether there have been discussions with and/or
commitments from any PIPE investors to date, and whether the financing is a condition to
closing. To the extent known, disclose if BFAC's sponsor, directors, officers, or their
affiliates are expected to participate in the private placement. Additionally, we understand
the holders of the Founder Shares will receive additional securities pursuant to an anti-
dilution adjustment based on any additional financing activities in connection with the
SPAC's initial business combination. If true, please quantify the number and value of
securities the holders of the Founder Shares will receive, and disclose the anticipated
ownership percentages in the company before and after the additional financing to
highlight dilution to public shareholders.
Q: What happens if a substantial number of Public Shareholders exercise..., page 22
4.The total shares outstanding amounts under all redemption scenarios presented on page 23
do not appear to equal the sum of all Pubco shares held by various shareholder groups.
Please revise to reconcile the differences and tell us your consideration of including the
975,000 shares of Pubco Class B Common Stock to be issued to advisors at the Closing in
the anticipate Pubco ownership disclosure.
5.Revise your presentation of the Pubco equity ownership percentages of shareholder
groups under various redemption scenarios to disclose all possible sources and extent of
dilution that shareholders who elect not to redeem their shares may experience in
connection with the Business Combination. In this regard, it does not appear that the
tables account for the exercise of warrants and any other convertible securities, including
the 1,000,000 shares of Pubco Preferred Stock that are to be issued to the Company’s
existing securityholders and are convertible into shares of Pubco Class B Common Stock.
6.Please revise the "Existing Classover securityholders" category to reflect the more
detailed breakdown of this group of shareholders shown in the unaudited pro forma
financial information. In this regard, we note that the table at page 103 disaggregates the
holdings of Hui Luo, the remainder of Company shareholders and noteholders, and shares

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 3
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 3

issued to advisors. Please clarify the advisors that will be issued shares of the Company
and/or Pubco.
7.Please confirm whether redeeming shareholders will retain their BFAC Warrants, which
will automatically convert to Pubco Warrants. If so, please quantify the value of such
warrants, based on recent trading prices, that may be retained by redeeming shareholders
assuming maximum redemptions and identify any material resulting risks.
Q: What interests do the Insiders, including BFAC's officers and directors..., page 27
8.Please confirm that your disclosure regarding conflicts of interest of "the Insiders and
BFAC's officers and directors" includes all that the sponsor and its affiliates have at risk
that depends on completion of the Business Combination. In this regard, we note that the
definition of "Insiders" seems to include the sponsor (i.e., as a "holder of the Founder
Shares") but it is not clear whether such definition encompasses all affiliates of the
sponsor as well. Additionally, please provide additional information regarding the
"outstanding loans payable to the Insiders," including the disaggregated principal
amount(s) and Insider(s) extending the loans, maturity date(s), and whether any loans are
evidenced by convertible securities.
9.It appears that BFAC's charter waived the corporate opportunities doctrine. Please address
this potential conflict of interest and whether it impacted your search for an acquisition
target.
10.We note your disclosure that the Insiders have agreed to waive their redemption rights
with respect to any BFAC shares held by them in connection with the Business
Combination. Please describe any consideration provided in exchange for this agreement.
Q. What are the U.S. federal income tax consequences to a holder..., page 28
11.The statement here that, "Public Shareholders will retain their Public Shares and will not
receive any additional Public Shares or other consideration in the Merger" does not align
with disclosure elsewhere indicating that each BFAC Ordinary Share will automatically
convert into the right to receive one share of Pubco Class B Common Stock in connection
with the Business Combination. We also note your disclosure at page 115 that holders of
BFAC Ordinary Shares "will not recognize gain or loss" in connection with the merger,
which is inconsistent with the statement that "there will be no material U.S. federal
income tax consequences as a result of the Merger to the current holders of Public
Shares." Please revise this question and answer for consistency with the structure of the
Business Combination and to summarize the material tax consequences set forth under
"Certain Material United States Federal Income Tax Considerations."

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 4
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 4
Q: What vote is required to approve the proposals presented at the..., page 28
12.In light of your disclosure elsewhere that the holders of Founder Shares and BFAC's
officers and directors have committed to vote in favor of certain proposals, please disclose
the percentage of BFAC's public shares that are required to be voted in favor of each
proposal in order to approve it. Make conforming revisions where the requisite vote for
each proposal is discussed elsewhere in the proxy statement/prospectus.
Summary of the Proxy Statement/Prospectus, page 33
13.In an appropriate place in the summary, include a diagram of the organizational structure
of BFAC, the Company, and Pubco prior to and after the consummation of the Business
Combination. Depict in the diagram how equity ownership and voting control of Pubco
will differ due to the disparate voting rights of Pubco Class A Common Stock and Pubco
Class B Common Stock.
14.Please balance your discussion of "the Company's financial health, including its revenue
model, profitability, and capital efficiency" by disclosing in the summary the Company's
historical net losses and accumulated deficit, as well as the going concern qualification
included in the report of its independent auditor.
Comparative Per Share Data, page 50
15.The pro forma combined basic and diluted net loss per share under both redemption
scenarios in 2023 are inconsistent with your unaudited pro forma condensed combined
statement of operations presented on page 106. Please revise or advise. Please also explain
for us the difference between the “maximum redemption” scenario disclosed on pages 50
and 168 and the “full redemption” scenario disclosed in the unaudited pro forma
condensed combined financial information on page 103.
Risk Factors, page 52
16.Please revise or remove your statement that, "...you are encouraged to perform your own
investigation with respect to the businesses of Pubco and the Company," as investors are
entitled to rely upon the proxy statement/prospectus to make a voting or investment
decision.
Risks Related to the Company's Business and Pubco After the Business Combination
Certain aspects of our business and ability to grow are seasonal and cyclical..., page 57
17.Please elaborate on the seasonality and cyclicality of the Company's business, including
the time(s) of year at which it experiences higher demand and/or revenues.
Risks Relating to Being a Public Company and Pubco's Shares, page 61
18.Please add risk factor disclosure explaining the mandatory redemption features of the
Pubco Warrants and highlighting any material risks to public warrant holders. Clearly

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 5
 FirstName LastNameFanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 5
explain the steps, if any, that Pubco will take to notify all shareholders, including
beneficial owners, regarding when the warrants become eligible for redemption. Clarify
whether recent common stock trading prices exceed the threshold that would allow the
company to redeem public warrants.
Proposal 1: The Business Combination Proposal
Overview, page 81
19.Please revise your statement that, "...we may consummate the Business Combination only
if...approved by the required majority of the votes cast...by the holders of a majority of the
BFAC Ordinary Shares entitled to vote at the Shareholder Meeting," for consistency with
your statement on pages 28 and 96 that the Business Combination Proposal requires the
affirmative vote of two-thirds of the BFAC Ordinary Shares.
Business Combination Agreement
Covenants, page 82
20.Please revise to address the covenant in Section 5.11 of the Business Combination
Agreement regarding certain amendments to the Company's outstanding debt, as well as
the covenant in Section 6.06 regarding approval and adoption of an incentive equity plan
reserving 8.0% of the total combined number of shares of Pubco Common Stock and
Pubco Preferred Stock for issuance. Please also clarify whether you intend to seek BFAC
shareholder approval of the adoption of such an incentive equity plan, as suggested by the
inclusion of "...subject to the approval of the stockholders of Acquiror..." in Section 6.06.
In this regard, we note mention of "the 2024 Equity Incentive Plan Proposal" on pages 10
and 21, but it does not appear that such a proposal is included in the proxy
statement/prospectus.
Background of the Business Combination
Description of negotiation process with the Company, page 89
21.Please elaborate on the following aspects of the negotiations between BFAC and the
Company and structuring of the Business Combination:
•why BFAC pivoted to pursuing an educational technology company after stating in
its IPO prospectus that it "intend[ed] to focus [its] search on industries spearheading
the shift from fossil fuels to electrification" and primarily engaging with companies
in the battery technology, mining, and renewable energy sectors;
•whether and how the changes in the directors and officers of BFAC that occurred in
January and March 2024 impacted the negotiations;
•specific factors underlying the various equity valuations successively proposed by the
Company and BFAC;
•the decision to conduct an all-stock deal and how the number of Pubco shares to be
issued to the Company's shareholders was derived from the $135 million final equity
valuation;
•structuring the transaction such that BFAC will continue its existence as a subsidiary

 FirstName LastNameFanghan Sui
 Comapany NameClassover Holdings, Inc.
 June 11, 2024 Page 6
 FirstName LastName
Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 6
of Pubco;
•how Pubco's dual-class capital structure and disparate voting rights concentrating
control with the Pubco Class A Common Stock holders was decided upon;
•any discussions relating to the assumptions underlying the projected financial
information of the Company;
•BFAC's decision not to seek a fairness opinion or valuation report;
•negotiation of the $5 million PIPE financing and key terms of ancillary agreements,
such as the voting and support agreements entered into by BFAC, the Company, and
certain shareholders;
•identification of Company employees for which employment agreements with Pubco
are a condition to closing under the Business Combination Agreement; and
•treatment of the Company's outstanding convertible promissory notes.
22.Revise throughout this section to identify the individuals and entities involved in
negotiations, diligence activities, and other communications between the Company and
BFAC. As examples only, identify the "Company business manager" and "board member
of BFAC" that met on February 6, 2024, as well as "the principals of BFAC and the
Company" and counsel for the respective entities. Additionally, please clarify whether the
reference to "representatives of BFAC" is intended to reference use of a financial or other
third-party advisor, and if so, identify such advisors and describe their role and the level of
diligence they conducted.
Certain Unaudited Prospective Financial Information of the Company, page 92
23.Where you discuss the assumptions underlying the revenue growth demonstrated by the
prospective financial information of the Company, please also address the assumptions
underlying the changes in costs of revenue and operating and other expenses to arrive at
forecasted gross profit and net income. In this regard, it appears that the projections
assume significantly lower rates of growth for costs and expenses than for revenues.
Please also expand upon