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

1.     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
 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

17.    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
 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