M&A - Classover Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000192998025000257

Filing Summary: On April 4, 2025, Classover Holdings, Inc. completed a merger involving the acquisition of Battery Future Acquisition Corp (BFAC) and Class Over Inc. under an Agreement and Plan of Merger. During this Business Combination, BFAC was merged with Merger Sub 1, which then became a wholly-owned subsidiary of Classover Holdings. Following this, Merger Sub 2 merged with Class Over, making it a wholly-owned subsidiary of Classover Holdings. As part of the closing, all outstanding Class A and B ordinary shares of BFAC were exchanged for Class B Common Stock of Classover Holdings, and BFAC warrants were converted into warrants for Class B Common Stock. Classover issued 6,535,014 shares of Class A Common Stock, 5,964,986 shares of Class B Common Stock, and 1,000,000 shares of Series A Preferred Stock to former Class Over shareholders. Additionally, Pubco entered into various employment agreements and indemnification agreements post-merger, along with lock-up arrangements for shareholders. The merger was approved by BFAC's shareholders on February 21, 2025, with 3,514,769 shares redeemed in the process, and the company transitioned from being a shell company to a holding company with its new subsidiaries.

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Form Type: SCHEDULE 13D

Filing Date: 2025-04-09

Corporate Action: Merger

Type: New

Accession Number: 000109489125000004

Filing Summary: Hui Luo, the Chief Executive Officer and Chairwoman of the Board of Directors of Classover Holdings, Inc., has filed this Schedule 13D to report the acquisition of 7,057,815 shares of Class B Common Stock, representing 30.9% ownership of the company. This acquisition is linked to transactions under the Agreement and Plan of Merger dated May 12, 2024, involving Classover Holdings, Inc., Battery Future Acquisition Corp., Class Over Inc., and their subsidiaries. The shares were received in exchange for the reporting person's interest in Class Over Inc. following the consummation of the merger. Additionally, 522,801 shares are issuable upon the conversion of Series A Preferred Stock, and 6,535,014 shares are issuable upon the conversion of Class A Common Stock. Hui Luo has committed to not transfer, sell, or assign her shares until April 3, 2026, which is twelve months after the closing of the merger transactions. The shares reported are held for investment purposes, with the possibility of acquiring or disposing of more securities in the future.

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Form Type: DRSLTR

Filing Date: 2024-08-26

Corporate Action: Merger

Type: Update

Accession Number: 000192998024000383

Filing Summary: Classover Holdings, Inc. filed Amendment No. 1 to its Draft Registration Statement on Form S-4 in response to comments from the SEC regarding their proposed business combination with Class Over Inc. Key revisions include clarification of Hui Luo's role as the controlling shareholder of the new entity (Pubco) post-merger and her control over all shareholder matters, updates on the compensation for sponsors, and the material effects of the de-SPAC transaction, including anticipated liquidity and potential shareholder redemptions. The registration statement now contains additional details on financing transactions related to the business combination, risks involved with the merger, and quite a few revisions to ensure compliance with SEC regulations regarding disclosures. The registration documents also clarify certain risks tied to outstanding loans and conflicts of interest. These revisions are intended to facilitate a clearer understanding for shareholders about the implications of the merger, including financial projections and related disclosures about both BFAC and Class Over.

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Form Type: DRSLTR

Filing Date: 2024-07-10

Corporate Action: Merger

Type: Update

Accession Number: 000192998024000296

Filing Summary: Classover Holdings, Inc. has submitted an updated response to the Securities and Exchange Commission regarding the Draft Registration Statement on Form S-4 that was initially submitted on May 13, 2024. The update addresses various comments made by the SEC staff in a letter dated June 11, 2024. Key aspects discussed include the dual-class capital structure of Pubco, voting rights of Class A and B common stockholders, and the percentage equity ownership interests of different shareholder groups. The company confirmed that redeeming shareholders will retain their BFAC Warrants, which will convert to Pubco Warrants upon the Business Combination. It also provided details on a contemplated $5 million PIPE financing associated with the Business Combination and confirmed the inclusion of shares to be issued to advisors. The response emphasizes revisions made to enhance clarity in the proxy statement regarding ownership interests, potential dilution, insider conflicts, and risks related to the business combination. The company has also updated disclosures on ownership percentages, equity valuations, and the implications of the corporate structure post-merger.

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