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