공시 • Apr 08
Class Over Inc. completed the acquisition of Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders in a reverse merger transaction. Class Over Inc. entered into a letter of intent to acquire Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders for an enterprise value of approximately $140 million in a reverse merger transaction on March 28, 2024. Class Over Inc. entered into a definitive business combination agreement to acquire Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders for an enterprise value of approximately $140 million in a reverse merger transaction on May 12, 2024. The transaction will result in Class Over becoming a publicly traded company, expected to be listed on the New York Stock Exchange. Existing Class Over stockholders are rolling 100% of their equity into the combined company post business combination. Class Over’s management team, led by its founder and CEO Stephanie Luo, will continue to run the combined company after the transaction. The transaction is subject to, among other things, regulatory approval, the approval by Class Over’s and BFAC’s stockholders of the proposed merger, and the satisfaction or waiver of other customary closing conditions. The transaction is subject to the Listing approvals of new shares, filing of registration statement effectiveness and expiration or termination of waiting period under HSR Act. The Class Over and BFAC Boards of Directors have unanimously approved the proposed transaction, which is expected to be completed in the second half of 2024. The registration statement was declared effective on January 27, 2025. On February 21, 2025, Battery Future shareholders approved the transaction.
Joshua Teitelbaum of RPCK Rastegar Panchal, P.C. is acting as legal advisor to Class Over. Jeffrey M. Gallant, Eric T. Schwartz and David A. Miller of Graubard Miller and Nelson LLP are acting as legal advisors to BFAC. Continental Stock Transfer & Trust Company acted as Transfer Agent to Battery. Echo Hindle-Yang of RingRoad Corp. acted as due diligence provider for Battery Future. Cohen & Company acted as accountant to Battery Future. ClearTrust, LLC acted as proxy solicitor to BFAC. BFAC will pay ClearTrust, LLC a fee of $30,000, plus disbursements. Michael T. Studer CPA and WithumSmith+Brown acted as an auditors to Battery Future Acquisition. Bush & Associates CPA LLC acted as auditor to Class Over and Battery Future Acquisition in the transaction.
Class Over Inc. completed the acquisition of Battery Future Acquisition Corp. (NYSE:BFAC) from a group of shareholders in a reverse merger transaction on April 7, 2025. Upon closing, Combined Company will Operate under the Name "Classover Holdings, Inc." and Class B Common Stock and Warrants of Classover Holdings are anticipated to begin trading on the Nasdaq Stock Market under the symbols "KIDZ" and "KIDZW," respectively. Classover will continue to provide world class educational technology under the leadership of its current management. 공시 • Apr 02
Battery Future Acquisition Corp. announced delayed annual 10-K filing On 04/01/2025, Battery Future Acquisition Corp. announced that they will be unable to file their next 10-K by the deadline required by the SEC. New Risk • Aug 22
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$594k). Revenue is less than US$1m. Minor Risk Large one-off items impacting financial results. 공시 • May 16
Class Over Inc. entered into a definitive business combination agreement to acquire Battery Future Acquisition Corp. (NYSE:BFAC) in a reverse merger transaction. Class Over Inc. entered into a definitive business combination agreement to acquire Battery Future Acquisition Corp. (NYSE:BFAC) in a reverse merger transaction on May 12, 2024. The transaction will result in Class Over becoming a publicly traded company, expected to be listed on the New York Stock Exchange. Existing Class Over stockholders are rolling 100% of their equity into the combined company post business combination. Class Over’s management team, led by its founder and CEO Stephanie Luo, will continue to run the combined company after the transaction. The transaction is subject to, among other things, regulatory approval, the approval by Class Over’s and BFAC’s stockholders of the proposed merger, and the satisfaction or waiver of other customary closing conditions. The Class Over and BFAC Boards of Directors have unanimously approved the proposed transaction, which is expected to be completed in the second half of 2024. RPCK Rastegar Panchal, P.C. is acting as legal advisor to Class Over. Graubard Miller and Nelson LLP are acting as legal advisors to BFAC. New Risk • Apr 07
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$8.1m). Revenue is less than US$1m. 공시 • Jan 19
Camel Bay, LLC acquired 20.9% stake in Battery Future Acquisition Corp. (NYSE:BFAC) from Battery Future Sponsor LLC and Pala Investments Limited. Camel Bay, LLC acquired 20.9% stake in Battery Future Acquisition Corp. (NYSE:BFAC) from Battery Future Sponsor LLC and Pala Investments Limited on January 16, 2024. Pursuant to the share purchase agreement, Battery Future Sponsor LLC and Pala Investments transferred to Camel Bay an aggregate of 4,193,695 Class B Ordinary Shares of Battery Future Acquisition Corp. in connection with the execution of the purchase agreement, effective immediately, the following officers and directors submitted the resignation of their respective offices: Greg Martyr as Chief Executive Officer and director, Kris Salinger as Chief Financial Officer and director, Josh Payne as Chief Operating Officer, Nick O’Loughlin as Chief Development Officer and each of Simon Hay, Jessica Fung, Erez Ichilov, Natalia Streltsova and Adrian Griffin as directors of Battery Future Acquisition Corp. Weiyi Zheng was appointed as Chief Executive Officer and Chairman of the Board and each of Hao Tian, Zixun Jin and Shengming Shi as independent directors of the Company. The closing of the transaction is conditional upon Battery Future Acquisition Corp and Warrant Holder terminating the private placement warrants on or prior to the closing. Kyle S. Gann of Winston & Strawn LLP acted as legal advisor to Battery Future Sponsor LLC and Pala Investments Limited. David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisor to Camel Bay.
Camel Bay, LLC completed the acquisition of 20.9% stake in Battery Future Acquisition Corp. (NYSE:BFAC) from Battery Future Sponsor LLC and Pala Investments Limited on January 16, 2024. Board Change • Dec 31
High number of new and inexperienced directors There are 6 new directors who have joined the board in the last 3 years. The company's board is composed of: 6 new directors. No experienced directors. No highly experienced directors. Independent Non-Executive Chairman Simon Hay is the most experienced director on the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. 공시 • Dec 22
Battery Future Acquisition Corp. announced that it has received $0.15 million in funding from Pala Investments Limited Battery Future Acquisition Corp. announced a private placement to issue an unsecured convertible promissory note at an issue price of $150,000 for the gross proceeds of $150,000 on December 20, 2023. The transaction included participation from returning investor Pala Investments Limited. Pursuant to the Note, company agreed to repay the outstanding principal amount of the Note on the earlier of the date of company's liquidation and the date on which the business combination is consummated. At any time on or prior to the Maturity Date, Pala may elect to convert the outstanding principal balance and interest accrued on the Note into warrants to purchase Class A ordinary shares at a conversion price equal to $1.00 per warrant, subject to availability. The Note bears interest at a rate of 10% per annum. 공시 • Dec 14
Battery Future Acquisition Corp. Announces Resignation of Kristopher Salinger as Chief Financial Officer On December 8, 2023, Kristopher Salinger notified Battery Future Acquisition Corp. of his decision to resign as chief financial officer of the Company, effective immediately. Mr. Salinger’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices. 공시 • Dec 13
Battery Future Acquisition Corp. Announces Resignation of Kristopher Salinger as Director On December 8, 2023, Kristopher Salinger notified Battery Future Acquisition Corp. of his decision to resign as a director of the Company, effective immediately. Mr. Salinger’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies or practices.