Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Classover Holdings, Inc. (Name of Issuer) |
Class B Common Stock (Title of Class of Securities) |
182744102 (CUSIP Number) |
Hui Luo 450 7th Avenue, New York, NY, 10123 8003459588 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 182744102 |
| 1 |
Name of reporting person
Luo Hui | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,057,815.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class B Common Stock |
| (b) | Name of Issuer:
Classover Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
450 7th Avenue, New York,
NEW YORK
, 10123. |
| Item 2. | Identity and Background |
| (a) | Hui Luo |
| (b) | 450 7th Avenue, New York, New York 10123 |
| (c) | Chief Executive Officer, Classover Holdings, Inc. and Class Over Inc. |
| (d) | No |
| (e) | No |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The reporting person received the securities reported upon in this Schedule 13D in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated May 12, 2024 (the "Merger Agreement"), by and among the Issuer, Battery Future Acquisition Corp., Class Over Inc., BFAC Merger Sub 1 Corp. and BFAC Merger Sub 2 Corp. Such securities were issued to the reporting person in exchange for the reporting person's interest in Class Over Inc. upon consummation of the mergers contemplated by the Merger Agreement. | |
| Item 4. | Purpose of Transaction |
The reporting person holds the securities reported upon for investment purposes. As the Chairwoman of the Board of Directors and Chief Executive Officer of the Issuer, the reporting person may, from time to time, acquire additional securities of the Issuer, or dispose of securities of the issuer, as well as consider certain other items set forth in subsections (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 7,057,815 shares of Class B Common Stock of the Issuer, representing 30.9% ownership, which represents 522,801 shares of Class B Common Stock issuable upon conversion of Series A Preferred Stock and 6,535,014 shares of Class B Common Stock issuable upon conversion of Class A Common Stock. |
| (b) | 7,057,815 shares of Class B Common Stock of the Issuer, pursuant to which the reporting person has sole voting and dispositive shares. |
| (c) | Other than the transactions reported upon in this Schedule 13D, there have been no other transactions that have occurred within the past 60 days. |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The reporting person has agreed not to transfer, sell or assign her shares until April 3, 2026 (12 months from the closing of the transactions contemplated by the Merger Agreement). | |
| Item 7. | Material to be Filed as Exhibits. |
https://www.sec.gov/Archives/edgar/data/2022308/000192998025000044/class_424b3.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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