KIDZ AI Inc.

As filed with the Securities and Exchange Commission on May 7, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Classover Holdings, Inc.

(Exact name of registrant as specified in its charter)

450 7th Avenue, Suite 905

New York, New York 10123

Tel: (800)345-9588

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Michael Gallant

Graubard Miller

The Chrysler Building

405 Lexington Avenue, 44thFloor

New York, NY 10174

Tel: (212) 818-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated May 7, 2025

Preliminary Prospectus

CLASSOVER HOLDINGS, INC.

17,250,000 SHARES OF CLASS B COMMON STOCK UNDERLYING WARRANTS

8,975,000 SHARES OF CLASS B COMMON STOCK HELD BY FORMER AFFILIATES

6,535,014 SHARES OF CLASS B COMMON STOCK UNDERLYING CLASS A COMMON STOCK

522,801 SHARES OF CLASS B COMMON STOCK UNDERLYING SERIES A PREFERRED STOCK

This prospectus relates to the issuance by us of up to 17,250,000 shares of Class B common stock, par value $0.0001 per share (the “Common Stock”), of Classover Holdings, Inc., a Delaware corporation (the “Company,” “Classover,” “we,” “us,” “our” or other similar phrases), that are issuable upon the exercise of up to 17,250,000 warrants (the “Public Warrants”) originally issued in the initial public offering of units of Battery Future Acquisition Corp. (“BFAC”) at a price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one-half of one Public Warrant, which such Public Warrants were assumed by us upon consummation of the Business Combination (as defined below).

In addition, this prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of up to (A) 6,535,014 shares of Common Stock reserved for issuance upon conversion of an aggregate of 6,535,014 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), issued in connection with the Business Combination (as defined below) to Hui Luo, the Company’s Chief Executive Officer and Chief Executive Officer of Class Over (defined below), upon exchange of her securities in Class Over, (B) 8,625,000 Founder Shares (as defined below) originally issued at a price of approximately $0.003 per share prior to BFAC’s initial public offering, (C) 350,000 shares of Common Stock issued to a certain former affiliate of BFAC in connection with the Business Combination and (D) 522,801 shares of Common Stock reserved for issuance upon conversion of Series A preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), issued to Ms. Luo upon exchange of her securities in Class Over, from time to time, 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 of Merger (the “Merger Agreement”), by and among the Company, BFAC, Class Over Inc., a Delaware corporation (“Class Over”), BFAC Merger Sub 1 Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub 1”) and BFAC Merger Sub 2 Corp., a Delaware corporation 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 with and into BFAC (the “Reorganization Merger”), with BFAC being the surviving corporation of the Reorganization Merger and becoming a wholly-owned subsidiary of the Company, and then, immediately following the consummation of the Reorganization Merger, Merger Sub 2 merged with and into Class Over (the “Acquisition Merger”, and together with the Reorganization Merger, the “Mergers” or the “Business Combination”), with Class 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 a registration rights agreement, dated as of December 14, 2021 (the “Registration Rights Agreement”), entered into by and among BFAC and certain other parties thereto that were holders of shares of BFAC that were issued prior to BFAC’s initial public offering and converted into shares of Common Stock upon consummation of the Business Combination (the “Founder Shares”), and which was assumed by us in the Business Combination.

Each Public Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share. We will not receive any proceeds from the sale or issuance of shares of our Common Stock except with respect to amounts received by us upon exercise of the Public Warrants to the extent such Public Warrants are exercised for cash, which amount of aggregate proceeds, assuming the exercise of all Public Warrants for cash, could be up to approximately $201.3 million. We believe the likelihood that Public Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the market price of our Common Stock. If the market price for our Common Stock is less than $11.50 per share, we believe the Public Warrant holders will be less likely to exercise their Public Warrants.

We will pay the expenses, other than underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information in the section entitled “Plan of Distribution.” In addition, certain of the securities being registered hereby are subject to transfer restrictions that may prevent the Selling Securityholders from offering or selling of such securities upon the effectiveness of the registration statement of which this prospectus is a part. See “Description of the Securities” for more information.

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. Our Common Stock and Public Warrants are traded on the Global Market and Capital Market, respectively, of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “KIDZ” and “KIDZW,” respectively. On _, 2025, the last reported sale price of our Common Stock on Nasdaq was $ per share and the last reported sale price of our Public Warrants on Nasdaq was $____.

In connection with the Business Combination, holders of 3,514,769 public shares of BFAC exercised their right to redeem those shares for cash at a price of approximately $11.53 per share, for an aggregate price of approximately $40.5 million, which represented approximately 95.4% of the total number of public shares of BFAC then outstanding. The securities registered for resale by this prospectus represent a substantial percentage of our total outstanding Common Stock as of the date of this prospectus. The sale of all securities being offered by this prospectus could result in a significant decline in the public trading price of our Common Stock. Even if the current trading price of the Common Stock is close to the price at which the units were issued in BFAC’s initial public offering, the Selling Securityholders have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 14.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2025

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