Classover Holdings Inc-B美股招股说明书(2025-09-30版)

17,249,987 SHARES OF CLASS B COMMON STOCK UNDERLYING WARRANTS 9,165,000 SHARES OF CLASS B COMMON STOCK HELD BY FORMER AFFILIATES 522,801 SHARES OF CLASS B COMMON STOCK UNDERLYING SERIES A PREFERRED STOCK 23,452,158 SHARES OF CLASS B COMMON STOCK UNDERLYING SERIES B PREFERRED STOCK 77,399,381 SHARES OF CLASS B COMMON STOCK TO BE HELD BY STRATEGIC INVESTOR This prospectus relates to the issuance by us of up to 17,249,987 shares of Class B common stock, par value $0.0001 per“Common Stock”), of Classover Holdings, Inc., a Delaware corporation (the “Company,” “Classover,” “we,” “us,” “our” or othphrases), that are issuable upon the exercise of up to 17,249,987 warrants (the “Public Warrants”) originally issued in the initial publiof units of Battery Future Acquisition Corp. (“BFAC”) at a price of $10.00 per unit, with each unit consisting of one Class A ordinaryone-half of one Public Warrant, which such Public Warrants were assumed by us upon consummation of the Business Combination (below). In addition, this prospectus also relates to the offer and sale from time to time by the selling securityholders named in this p(the “Selling Securityholders”), or their permitted transferees, of up to (A) 6,535,014 shares of Common Stock reserved for issuaconversion of an aggregate of 6,535,014 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”),connection with the Business Combination (as defined below) to Hui Luo, the Company’s Chief Executive Officer and Chief Executiof Class Over (defined below), upon exchange of her securities in Class Over, (B) 8,625,000 Founder Shares (as defined below)issued at a price of approximately $0.003 per share prior to BFAC’s initial public offering, (C) 540,000 shares of Common Stockcertain former affiliates of BFAC in connection with the Business Combination, (D) 522,801 shares of Common Stock reserved foupon conversion of Series A preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), issued to Ms. Luo upon exchansecurities in Class Over, (E) 23,452,158 shares of Common Stock reserved for issuance upon conversion of an aggregate of 5,000Series B preferred stock, par value $0.0001 per share (“Series B Preferred Stock”), of the Company issued to the PIPE Investor (abelow) and (F)77,399,381 shares of Common Stock reserved for issuance to Solana Strategic Holdings LLC (the “EPFA Investor”) pan equity purchase facility agreement, dated April 30, 2025, as amended (the “EPFA”), between the EPFA Investor and us, from timthrough any means described in the section entitled “Plan of Distribution.” On April 4, 2025 (the “Closing Date”), we consummated the transactions contemplated by that certain Agreement and Plan(the “Merger Agreement”), by and among the Company, BFAC, Class Over Inc., a Delaware corporation (“Class Over”), BFAC MerCorp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 1”) and BFAC Merger Sub 2 Corp., acorporation and wholly-owned subsidiary of the Company (“Merger Sub 2” and together with Merger Sub 1, the “Merger Subs”). Pursuant to the Merger Agreement, upon the closing of the Business Combination (the “Closing”), Merger Sub 1 merged witBFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger and becoming a whosubsidiary of the Company, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 mergedinto Class Over (the “Acquisition Merger”, and together with the Reorganization Merger, the “Mergers” or the “Business CombinatiClass Over being the surviving corporation of the Acquisition Merger and becoming a wholly-owned subsidiary of the Company. Table of Contents We are registering the resale of shares of Common Stock as required by (i) a registration rights agreement, dated as of Dec2021 (the “Registration Rights Agreement”), entered into by and among BFAC and certain other parties thereto that were holders ofBFAC that were issued prior to BFAC’s initial public offering and converted into shares of Common Stock upon consummation of theCombination (the “Founder Shares”), and which was assumed by us in the Business Combination, (ii) a registration rights agreementof the Closing (the “PIPE Registration Rights Agreement”), entered into by and among the Company and the purchaser of Series BStock (the “PIPE Investor”) issued in a private placement in connection with the closing of the Business Combination and (iii) a rerights agreement, dated as of April 30, 2025 (the “EPFA Registration Rights Agreement” and together with the Registration Rights Aand the PIPE Registration Rights Agreement, the “Registration Rights Agreements”). Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share. Wreceive any proceeds from the sale or issuance of shares of our Common Stock except with respect to amounts received by us upon ethe Public Warrants to the extent s