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Filing Details

Accession Number:: 0001094891-25-000005
Form Type:: 13G Filing
Publication Date:: 2025-04-08 20:00:00

Filed By:: Camel Bay, LLC
Company:: Classover Holdings Inc.
Filing Date:: 2025-04-09
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Beneficially Owned Number of Shares	Beneficially Owned Number of Aggregate Shares	Percent of Class
Camel Bay, LLC	0	2,912,099	18.5%
Graham Wood, LLC	0	2,912,099	18.5%

Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Classover Holdings, Inc.

(Name of Issuer)

Class B Common Stock

(Title of Class of Securities)

182744102

(CUSIP Number)

05/12/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

182744102

Names of Reporting Persons

Camel Bay, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,912,099.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,912,099.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,912,099.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

18.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No.

182744102

Names of Reporting Persons

Graham Wood, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,912,099.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,912,099.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

2,912,099.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

18.5 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

Classover Holdings, Inc.

(b)

Address of issuer's principal executive offices:

450 7th Avenue, New York, NEW YORK, 10123.

Item 2.

(a)

Name of person filing:

Camel Bay, LLC

(b)

Address or principal business office or, if none, residence:

418 Broadway, #5758 Albany, New York 12207

(c)

Citizenship:

Delaware, USA

(d)

Title of class of securities:

Class B Common Stock

(e)

CUSIP No.:

182744102

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

2,912,099 shares of Class B Common Stock of the Issuer, representing 18.5% ownership.

(b)

Percent of class:

18.5%

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

2,912,099 shares

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

2,912,099 shares

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Camel Bay, LLC

Signature:	/s/ Ling Shi
Name/Title:	Ling Shi, Managing Member
Date:	04/09/2025

Graham Wood, LLC

Signature:	/s/ Ling Shi
Name/Title:	Ling Shi, Managing Member
Date:	04/09/2025

Exhibit Information

https://www.sec.gov/Archives/edgar/data/2022308/000192998025000044/class_424b3.htm