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.
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 2 2024 Page 2
FirstName LastName
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
 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
FirstName LastNameFanghan Sui
       Shares." Please revise this question and answer for consistency with the
structure of the
Comapany   NameClassover
       Business  Combination Holdings,  Inc.
                                and to summarize  the material tax consequences
set forth under
       "Certain
June 11,        Material
         2024 Page   3    United States Federal Income Tax Considerations."
FirstName LastName
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 4 2024 Page 4
FirstName LastName
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
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 5 2024 Page 5
FirstName LastName
         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
 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 why the Company anticipates shifting towards
increased
         revenues "from local business partnerships" and explain whether this
is related to the
         "marketing consulting services" mentioned at page 152.
Proposal 2: The Pubco Organizational Documents Advisory Proposal
Overview, page 97

24.    With respect to the advisory sub-proposals regarding stockholder action
by written
       consent and special meetings of stockholders, you state that "...for so
long as the holders
FirstName LastNameFanghan Sui
       of Pubco Class B Common Stock own a majority of the total voting power
of stock...," but
Comapany    NameClassover
       it appears            Holdings,
                  that the holders      Inc. Class A Common Stock will control
the majority of
                                   of Pubco
       total
June 11,     voting
          2024 Pagepower.
                     6      Please revise for consistency or advise.
FirstName LastName
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 7 2024 Page 7
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 103

25.      Please remove your unaudited pro forma condensed combined statement of
operations for
         the year ended December 31, 2022 and related disclosures in this
section and elsewhere in
         your registration statement. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2023, page 106

26.      Please revise to present Classover Inc.   s basic and diluted net loss
per share and related
         weighted average shares outstanding for 2023. This comment also
applies to the
         comparative per share data disclosure on page 50.
Certain Material United States Federal Income Tax Considerations
Material U.S. Federal Income Tax Effects of the Business Combination, page 115

27.      We note your disclosure that, "Holders of BFAC Ordinary Shares...will
not recognize gain
         or loss for U.S. federal income tax purposes...," as well as your
disclosure that the
         Business Combination is intended to qualify as a reorganization, but
if it does not qualify
         as a reorganization, "the Company stockholders may recognize gain or
loss for U.S.
         federal income tax purposes." As it appears that these tax
consequences are material to
         investors, revise to provide an opinion of counsel that addresses and
expresses a
         conclusion for each material federal tax consequence. To the extent
the opinion is subject
         to uncertainty, counsel should explain why a "will" opinion cannot be
given and describe
         the degree of uncertainty. Refer to Item 601(b)(8) of Regulation S-K
and Section III of
         Staff Legal Bulletin No. 19.
Information About BFAC
IPO, page 119

28.      Please confirm whether your statement that the BFAC IPO underwriters
"entered into an
         agreement whereby such parties waived their entitlement to the payment
of any cash fees
         and expenses pursuant to that certain business combination marketing
agreement, dated
         December 14, 2021" means that the deferred underwriting fees of
$17,250,000 referenced
         at page 129 will not be payable upon completion of the Business
Combination. If so,
         please disclose how this waiver was obtained, why the waiver was
agreed to, and clarify
         BFAC's current relationship with the IPO underwriters. Additionally,
please explain the
         reference to "IPO Underwriter Representative shares" on page 178, as
shares held by the
         IPO underwriters are not referenced elsewhere in the proxy
statement/prospectus.
Information About Classover, page 130

29.      Please add to this section a discussion of the effects of existing or
probable government
         regulations on the Company's business. Refer to Item 101(h)(4)(ix) of
Regulation S-K.
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 8 2024 Page 8
FirstName LastName
Industry Background, page 134

30.      Please clarify whether you commissioned the "report from McKinsey &
Company"
         mentioned in this section, or any other third-party studies or reports
referenced in the
         proxy statement/prospectus. If so, provide the consent of such third
party in accordance
         with Rule 436 under the Securities Act.
Classover Learning App Overview, page 136

31.      Please explain the extent to which use or development of the Classover
Learning App or
         other technology of the Company relies on third party platforms or
service providers. In
         this regard, we note that "streaming services" is identified as a key
component of the
         Company's cost of revenues, and page 154 attributes a reduction in
streaming services
         costs in 2023 to "better fee packages...from service vendors."
Sustained Customer Retention, page 142

32.      Please provide support for your statement that the Company has
"exceptional customer
         retention rates" and is "able to maintain a high level of satisfaction
among [its] students
         and their parents." Alternatively, characterize these statements as
management's beliefs. In
         this regard, we note that "solid customer...retention metrics" is
identified at page 93 as a
         factor that the BFAC board considered in evaluating the Company's
financial projections.
Our Business Model, page 144

33.      Please provide an overview of the "marketing consulting services" that
you characterize as
         a recent "new revenue stream" for the Company elsewhere in the proxy
         statement/prospectus.
Our Students, page 146

34.      Please explain how you define "registered users" versus "paid
subscribers" and how each
         category contributes to revenues earned by the Company. Make
conforming revisions
         where you use these metrics elsewhere, including in Classover's
Management's Discussion
         and Analysis of Financial Condition and Results of Operations.
35.      Please clarify the specific locations of the international students
that accounted for 43.2%
         of your revenues in 2023.
Our Teachers, page 146

36.      Please provide further detail on the Company's arrangements with the
teachers that are
         engaged in independent contractors, including whether you enter into
contracts or
         agreements with these independent contractors and the material terms
of any such
         agreements. For example, explain how compensation is structured, the
obligations of the
         teachers, and any indemnification or liability provisions. File a form
of any agreement as
         an exhibit to the registration statement or tell us why you are not
required to do so. Refer
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 9 2024 Page 9
FirstName LastName
         to Item 601(b)(10) of Regulation S-K. Make appropriate conforming
revisions in the
         related risk factor at page 54. Additionally, we note certain
inconsistencies between your
         disclosure regarding relationships with teachers here and with
"educator partners" at pages
         151-152. For example, here you state that compensation is "based on
the number of hours
         they teach," while page 152 states, "We pay our educators based on
number of completed
         courses," and at page 152, you suggest that the teachers independently
develop the course
         curriculum taught through the Company's platform ("...continuing to
source in-demand
         content from our educator partners..."). Please revise for
consistency.
Intellectual Property, page 150

37.      Please elaborate on the nature of the Company's material intellectual
property, as we note
         references to both "proprietary cross-platform teaching and learning
technology" and
         "proprietary 'TALENT' teaching method" elsewhere. Disclose the
duration of the patents
         and trademarks mentioned in this section. Refer to Item 101(h)(4)(vii)
of Regulation S-K.
Classover's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 152

38.      You attribute the increase in your service revenues to the increases
in credit-based
         subscriptions and courses delivered in 2023. The increase in courses
delivered does not
         appear to be consistent with the decrease in the compensation expense
to your
         independent educators and employees directly involved in providing
services. Please
         revise your disclosure to describe and quantify the material factors
contributing to the
         changes in service revenues and costs of revenue.
39.      Please expand your disclosure to provide quantified explanations for
the changes in
         selling and marketing expenses and general and administrative expenses
from 2022 to
         2023. Refer to Item 303 of Regulation S-K.
Executive Officer and Director Compensation
Offer Letters and Employment Agreements with the Company's Named Executive
Officers, page
163

40.      We note that execution of employment agreements with Pubco by certain
Company
         employees is a condition to closing of the Business Combination. If
Hui Luo will enter
         into such an employment agreement, please revise to summarize its
material terms, and
         file the agreement as an exhibit to the registration statement. Refer
to Item 402(o)(1) and
         Item 601(b)(10) of Regulation S-K.
Certain Relationships and Related Person Transactions, page 166

41.      Please confirm whether you have provided all of the information in
this section required
         to be disclosed pursuant to Item 404 of Regulation S-K, as it appears
that a number of
         related party transactions involving both BFAC and the Company are
described elsewhere
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 10 2024 Page 10
FirstName LastName
         in the proxy statement/prospectus but not disclosed here. For example,
page 154 states
         that in 2023, the Company "provid[ed] marketing consulting services to
Genius Kid Class
         LLC, one of our related parties," and pages F-13 through F-14 and F-34
through F-36
         describe a number of other related party transactions and arrangements
involving the
         Company and BFAC, respectively. Additionally, for any transaction
disclosed in this
         section, please disclose the basis on which the person or entity is a
related party. In this
         regard, certain entities (e.g., Pala and Camel Bay) are referenced,
but the basis on which
         they are a related party is unclear.
Beneficial Ownership of Securities, page 168

42.      Please revise to present ownership information on a disaggregated
basis for each class of
         BFAC equity securities prior to the Business Combination and each
class of Pubco equity
         securities following the Business Combination. Refer to Item
403(a)-(b) of Regulation S-
         K.
Anti-Takeover Effects of Provisions of the Pubco Charter and Bylaws, page 175

43.      Please revise your statement in this section that, "Pubco is subject
to the provisions of
         Section 203 of the DGCL" to reflect that shareholders are being asked
to vote on a
         proposal that would result in Pubco opting out of Section 203 of the
Delaware General
         Corporation Law.
Description of Pubco Securities
Exclusive Forum, page 175

44.      We note that Pubco's forum selection provision identifies the Court of
Chancery of the
         State of Delaware as the exclusive forum for certain litigation,
including "any derivative
         action or proceeding." Please disclose whether this provision applies
to actions arising
         under the Securities Act or Exchange Act, particularly in light of the
subsequent
         disclosure indicating that federal district courts are the exclusive
forum for causes of
         action arising the federal securities laws. If the state court
provision does not apply to
         actions arising under the Securities Act or Exchange Act, please also
ensure that the
         exclusive forum provision in the governing documents states this
clearly. Additionally,
         please provide risk factor disclosure that describes risks or other
impacts on investors,
         such as increased costs to bring a claim and that the provision can
discourage claims or
         limit investors' ability to bring a claim in a judicial forum that
they find favorable, as well
         as any uncertainty about enforceability.
Shares Eligible For Future Sale
Lock-up Provisions, page 178

45.      The recitals to the Business Combination Agreement included as Annex A
suggest that
         both Insiders and "certain of the Company Securityholders" will enter
into lockup
         agreements in connection with the Business Combination, but such
arrangements are not
 Fanghan Sui
Classover Holdings, Inc.
June 11, 2024
Page 11
         disclosed here. Please revise to clearly describe all lockup
agreements and arrangements
         so that investors understand the extent to which Pubco shares will be
restricted following
         consummation of the Business Combination, and address this topic
earlier in the proxy
         statement/prospectus as well. File a form of lockup agreement, along
with all of the other
         ancillary agreements contemplated by the Business Combination
Agreement, as
         exhibits to the registration statement.
Experts, page 181

46.      Please provide the disclosure required by Item 509 of Regulation S-K
for
         WithumSmith+Brown, PC regarding their audit of Battery Future
Acquisition Corp   s
         financial statements for the year ended December 31, 2022.
Index to Financial Statements, page 182

47.      Please provide audited financial statements for the registrant,
Classover Holdings, Inc.
         Refer to Item 14 of Form S-4.
Class Over, Inc. Financial Statements
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-6

48.      You state that you have established an effective customer referral
mechanism by offering
         credit incentives to your existing customers. Please disclose your
accounting policy
         for referral bonuses.
Note 7. Related parties, page F-13

49.      It appears that you recognized sublease income from certain related
parties in 2023 and
         2022. Please revise to disclose how you account for and present the
sublease income in
         your financial statements.
Note 8. Convertible Notes Payable, page F-15

50.      Please expand your disclosure to address the terms of your convertible
notes and the
         related conversion features. Refer to ASC 470-20-50.
Statements of Changes in Shareholders' Deficit, page F-23
FirstName LastNameFanghan Sui
51.    Please reconcile the accretion for shares subject to redemption amounts
presented herein
Comapany
       to theNameClassover    Holdings,
               accretion of carrying    Inc.
                                     value of redemption value amounts
disclosed in the table on
       page
June 11, 2024 F-31 for11
                Page   both 2022 and 2023.
FirstName LastName
 Fanghan Sui
FirstName  LastNameFanghan Sui
Classover Holdings, Inc.
Comapany
June       NameClassover Holdings, Inc.
     11, 2024
June 11,
Page 12 2024 Page 12
FirstName LastName
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Net Income per Ordinary Share, page F-32

52.      You disclose in Note 1 that you have elected to immediately recognize
the changes in the
         redemption value of your Class A ordinary share subject to possible
redemption in
         accordance with ASC 480-10-S99. Please tell us how you reflected this
recognition of
         changes in redemption value in the allocation of net income to
calculate your basic and
         diluted net income per share. Refer to ASC 260-10-45-59A and 45-60B.
General

53.      The description of the structure of the Business Combination indicates
that BFAC will
         continue its existence indefinitely after the Business Combination as
a wholly-owned
         subsidiary of Pubco that is separate from the Company. Please confirm
whether this is
         accurate and, if so, whether BFAC is expected to conduct substantive
business operations
         after the Business Combination.
54.      Please tell us whether your sponsor is, is controlled by, or has
substantial ties with a non-
         U.S. person. Please also tell us whether anyone or any entity
associated with or otherwise
         involved in the transaction, is, is controlled by, or has substantial
ties with a non-U.S.
         person. If so, also include risk factor disclosure that addresses how
this fact could impact
         your ability to complete your initial business combination. For
instance, discuss the risk to
         investors that you may not be able to complete your initial business
combination should
         the transaction be subject to review by a U.S. government entity, such
as the Committee
         on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
       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 Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                               Sincerely,

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