IPO - Classover Holdings, Inc.

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.