M&A - Class Over Inc. / DE

Form Type: CORRESP

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000034

Filing Summary: Class Over Inc. has submitted a correspondence to the SEC responding to a comment letter regarding Amendment No. 4 to their Registration Statement on Form S-4, initially filed on January 21, 2025. The correspondence addresses key issues highlighted by the SEC, including risk factors associated with the SPAC's securities being delisted from the NYSE and traded in over-the-counter markets. It details necessary disclosure adjustments regarding the implications of this delisting, highlighting the potential classification of the SPAC's stock as a penny stock and its consequences. There are updates on the business combination proposal, requiring an affirmation from the target company regarding its future performance projections for 2025. The disclosure revisions have been made as requested, aiming to provide clearer information for security holders regarding the business combination process.

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Form Type: S-4/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000032

Filing Summary: The document details the amendment to the S-4 registration statement for Class Over Inc. in relation to its merger with Battery Future Acquisition Corp. (BFAC). The merger involves several significant transactions, including a Business Combination Agreement under which BFAC will merge with Class Over Inc., resulting in Class Over Inc. becoming a wholly-owned subsidiary of a newly formed holding company, Classover Holdings, Inc. Shareholders of BFAC will convert their shares into Pubco Class B common stock, while Class Over Inc. shareholders will receive shares of Pubco Class A and Class B common stocks and preferred stocks. The document outlines the meeting for shareholders to vote on the proposed merger, with adjoined Proposals related to organizational documents, the removal of certain provisions pertaining to the company, and required changes to the governance structures post-merger. The financial implications of the merger, including the stake distribution post-completion, potential dilutions caused by the PIPE investment, and the rights of existing shareholders around redemption prior to the merger are thoroughly examined. The document notes the scheduled virtual meeting for shareholders to discuss and vote on the merger on February 21, 2025, with additional necessary processes described for approving related shareholder proposals.

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Form Type: S-4/A

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000030

Filing Summary: Class Over Inc. is involved in a merger transaction with Battery Future Acquisition Corp. (BFAC) pursuant to a Business Combination Agreement approved on May 12, 2024. The merger involves two stages: first, BFAC will merge into a subsidiary of Class Over Holdings, Inc. (Pubco), followed by the merger of Class Over Inc. into another subsidiary of Pubco. Upon completion, BFAC's shares will be converted into shares of Pubco. Specifically, BFAC Ordinary Shares will be converted into Pubco Class B Common Stock and existing shares of Class Over Inc. will be converted into shares of Pubco's Class A and B Common Stock, as well as Series A Preferred Stock. The document outlines proposals for a shareholder meeting scheduled for February 17, 2025, where shareholders will vote on key proposals including the Business Combination, organizational documents for Pubco, and adjournment of the meeting if necessary. Additionally, it addresses terms related to redemptions, SPAC sponsors compensation, and material financing transactions prior to the merger. Fundraising and potential dilution resulting from PIPE investments are also detailed. The anticipated changes in ownership structure post-merger are provided, indicating that following the merger, Class Over will significantly control Pubco's voting power and governance.

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Form Type: S-4/A

Filing Date: 2025-01-08

Corporate Action: Merger

Type: Update

Accession Number: 000192998025000004

Filing Summary: This document is an updated Registration Statement by Class Over Inc. regarding its merger with Battery Future Acquisition Corp. (BFAC). It details the Business Combination Agreement approved by both companies' boards, outlining two primary mergers: Merger Sub 1 will merge into BFAC, making BFAC a wholly-owned subsidiary of Classover Holdings, Inc. (Pubco), and shortly after, Merger Sub 2 will merge with Class Over Inc., which will also become a subsidiary of Pubco. The agreement specifies the conversion of BFAC's Class A and Class B shares into shares of Pubco Class B Common Stock upon closing, and outlines the anticipated equity ownership post-merger. Significant details include proposals for the extraordinary general meeting, encompassing the Business Combination Proposal and related governance changes in Pubco's charter, stockholder voting rights, as well as announcements about PIPE financing efforts and potential dilution for non-redeeming BFAC shareholders. The document emphasizes the structure of the new entity and future governance under Nasdaq guidelines.

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Form Type: S-4/A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000192998024000663

Filing Summary: Class Over Inc. is involved in a business combination with Battery Future Acquisition Corp, structured as a merger. Under the terms of the Agreement and Plan of Merger executed on May 12, 2024, BFAC will merge with Class Over Inc., with BFAC becoming a wholly-owned subsidiary of Classover Holdings, Inc., creating a new entity. In the transaction, existing BFAC Class A and B ordinary shares will be automatically converted into shares of the new company, Pubco, with specific proportions set for the Class A and Class B common stock and Series A preferred stock. The document outlines proposed shareholder votes on key proposals related to the merger, including the Business Combination Proposal, governance-related changes, and stock issuance terms needed for the merger's completion. It anticipates that after the merger, Pubco will be classified as a controlled company, with limitations on certain shareholder actions. Additionally, the proxies for shareholders are solicited for votes related to the plans laid out in the proxy statement/prospectus dated December 23, 2024, to ensure proper representation at the virtual shareholder meeting.

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