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                                                            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

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 IPO Price
per
 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
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