IPO - Classover Holdings, Inc.

Form Type: S-1/A

Filing Date: 2025-06-18

Corporate Action: Ipo

Type: Update

Accession Number: 000147793225004670

Filing Summary: On June 18, 2025, Classover Holdings, Inc. filed Amendment No. 2 to its Form S-1 registration statement with the SEC, registering up to 17,250,000 shares of Class B common stock underlying Public Warrants that were issued during the initial public offering of Battery Future Acquisition Corp. The document details the offer and sale of additional shares and outlines the registration rights agreements established in relation to the business combination with BFAC. The filing indicates that the company has comprised substantial shareholdings to be issued to various stakeholders, including strategic investors. The filings denote the completion of several mergers that include the merging of subsidiary companies, hence facilitating the organizational structure leading to this registration. Notably, the document underscores risk factors associated with the stock issuance and potential market conditions impacting investor decisions. Furthermore, it remarks on shares being already pre-owned by certain affiliates and economic implications of the offering on public trading prices. Classover, being classified as a smaller reporting company and an emerging growth company, will benefit from reduced reporting obligations.

Form Type: S-1/A

Filing Date: 2025-06-06

Corporate Action: Ipo

Type: Update

Accession Number: 000147793225004455

Filing Summary: Classover Holdings, Inc. is amending its Form S-1 Registration Statement to provide additional details regarding its Initial Public Offering (IPO). The amendment notes the registration of 17,250,000 shares of Class B common stock issuable upon exercise of Public Warrants, alongside additional shares reserved for conversion of Series A and Series B preferred stocks, and shares to be held by strategic investors. The Company recently completed a business combination with Battery Future Acquisition Corp (BFAC), resulting in a merger that involved BFAC becoming a wholly-owned subsidiary of Classover. The amendment further outlines that the effective sale of securities is dependent on various factors including pricing and market conditions, specifically the price of common stock compared to the exercise price of warrants. Substantial shareholder participation is indicated, suggesting potential liquidity issues for public investors due to the volume of shares being registered for resale. The document underscores the emergent nature of the company and highlights the associated risks involved in the investment offering.

Form Type: S-1

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000192998025000386

Filing Summary: Classover Holdings, Inc., a Delaware corporation, has filed a Form S-1 registration statement with the SEC to offer 17,250,000 shares of its Class B Common Stock, including shares underlying warrants and shares held by former affiliates, following a Business Combination through mergers with Battery Future Acquisition Corp (BFAC) and Class Over Inc. The merger closed on April 4, 2025, and BFAC became a wholly-owned subsidiary of Classover. The Company is classified as a smaller reporting company and an emerging growth company, with reduced public company reporting requirements. Each public warrant allows for the purchase of one share of Common Stock, contingent upon market price dynamics. The company intends to raise capital from the exercise of these Public Warrants, with anticipated proceeds of up to approximately $201.3 million as long as market conditions are favorable. A significant percentage of the securities being registered are being offered by selling securityholders, potentially impacting the Company’s stock price in public trading once sold. The document serves as a preliminary prospectus, detailing the planned sale of shares and the terms associated with such transactions, emphasizing that it does not constitute an offer to sell securities in jurisdictions where sales are not permitted.

Form Type: 8-A12B

Filing Date: 2025-04-04

Corporate Action: Ipo

Type: New

Accession Number: 000192998025000205

Filing Summary: Classover Holdings, Inc. is filing Form 8-A12B for the registration of its Class A common stock and warrants to the Securities and Exchange Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934. The company's securities are set to be listed on The Nasdaq Stock Market LLC. The filing includes a description of the Class A common stock and warrants incorporated by reference from a previous registration statement (File No. 333-283454) filed on November 26, 2024. The structure and specific details pertaining to the registration are outlined within the document, and no exhibits are required as no other securities are registered. Fanghan Sui, the Chief Executive Officer, has duly signed the registration statement on April 4, 2025.