Classover Holdings Inc-B美股招股说明书(2026-04-22版)

345,000 SHARES OF CLASS B COMMON STOCK UNDERLYING WARRANTS 183,300 SHARES OF CLASS B COMMON STOCK HELD BY FORMER AFFILIATES 130,701 SHARES OF CLASS B COMMON STOCK UNDERLYING CLASS A COMMON STOCK 10,457 SHARES OF CLASS B COMMON STOCK UNDERLYING SERIES A PREFERRED STOCK 469,044 SHARES OF CLASS B COMMON STOCK UNDERLYING SERIES B PREFERRED STOCK This prospectus relates to the issuance by us of up to 345,000 shares of Class B common stock, par value $0.0001 per“Common Stock”), of Classover Holdings, Inc., a Nevada corporation (the “Company,” “Classover,” “we,” “us,” “our” or othphrases), that are issuable upon the exercise of up to 345,000 warrants (the “Public Warrants”) originally issued in the initial public ounits 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) 130,701 shares of Common Stock reserved for issuaconversion of an aggregate of 130,701 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) 172,500 Founder Shares (as defined below) originaat a price of approximately $0.003 per share prior to BFAC’s initial public offering, (C) 10,800 shares of Common Stock issuedformer affiliates of BFAC in connection with the Business Combination, (D) 10,457 shares of Common Stock reserved for issuaconversion of Series A preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), issued to Ms. Luo upon exchansecurities in Class Over and (E) 469,044 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), through 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. 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 and (ii) a registration rights agreemas of the Closing (the “PIPE Registration Rights Agreement” and together with the Registration Rights Agreement, the “RegistratiAgreements”), entered into by and among the Company and the purchaser of Series B Preferred Stock (the “PIPE Investor”) issued inplacement in connection with the closing of the Business Combination. Each Public Warrant entitles the holder thereof to purchase one-fiftieth of one share of Common Stock at a price of $575.00share. We will not receive any proceeds from the sale or issuance of shares of our Common Stock except with respect to amounts receiupon exercise of the Public Warrants to the extent such Public Warrants are exercised for cash, which amount of aggregate proceeds,the exercise of all Public Warrants for cash, could be up to approximately $198.4 million. We believe the likelihood that Public Warrawill exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market priCommon Stock. If the market price for our Common Stock is less than the