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

6.     Please revise your pro forma combined net loss attributable to
shareholders and
       weighted average shares outstanding     basic and diluted amounts under
both
 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