NETCLASS TECHNOLOGY INC Announces $2.4 Million Private Placement (PIPE) Financing to Advance AI Applications and Blockchain Initiatives in Singapore

Rhea-AI Summary

NetClass Technology (NASDAQ:NTCL) has secured a $2.4 million private placement through the sale of 1.5 million Class A ordinary shares at $1.60 per share to an institutional investor. The agreement includes an option for the investor to purchase an additional 1.5 million shares at the same price over the next three years.

The funding will support NetClass's expansion of AI applications and blockchain initiatives, particularly in Singapore, where the company is relocating its global headquarters. The company plans to enhance its AI-assisted language learning systems, expand its education chain, and strengthen the adoption of its EDC token, while exploring potential new token issuances.

Positive

• None.

Negative

• Significant share dilution through issuance of 1.5 million new shares
• Additional potential dilution of 1.5 million shares over next three years
• Closing of the transaction subject to conditions and not guaranteed

Insights

Financial Analyst

NetClass secures $2.4M PIPE at significant discount, with dilution concerns offsetting AI/blockchain growth potential in Singapore.

NetClass Technology has secured a $2.4 million private placement through the sale of 1.5 million Class A ordinary shares at $1.60 per share to an institutional investor. The financing structure includes warrants allowing the investor to purchase an additional 1.5 million shares at the same price over the next three years, potentially doubling the investment to $4.8 million.

This financing demonstrates both strengths and concerns. The pricing of the shares at $1.60 likely represents a discount to market value, which is typical for PIPE transactions but signals potential dilution for existing shareholders. The deal structure – with the three-year option to purchase additional shares – provides the investor significant upside potential while limiting immediate risk.

The company's strategic pivot to Singapore appears to be the primary driver behind this capital raise. NetClass is relocating its global headquarters to Singapore and establishing a subsidiary there, positioning itself to capitalize on the country's favorable regulatory environment for blockchain and AI technologies. This geographic shift represents a calculated bet on Singapore's emerging status as a crypto-friendly jurisdiction with strong intellectual property protections.

From a balance sheet perspective, this $2.4 million infusion will provide needed capital for R&D initiatives in AI-assisted learning systems and blockchain applications, including the expansion of their EDC token ecosystem and possible new token launches. However, investors should note that blockchain and AI initiatives typically require substantial ongoing investment, meaning this funding may only cover initial development stages rather than full-scale commercialization.

The institutional backing validates the company's strategic direction but comes with the trade-off of potential share dilution and an implied discount valuation. How effectively management deploys this capital toward revenue-generating AI and blockchain applications will determine whether this financing ultimately creates or destroys shareholder value.

Blockchain & AI Technology Specialist

NetClass's strategic Singapore relocation and $2.4M funding enables AI/blockchain expansion, though token plans require regulatory vigilance.

NetClass's strategic relocation to Singapore represents a calculated positioning move in the competitive edtech landscape. Singapore has emerged as a prime jurisdiction for blockchain and AI development due to its regulatory clarity through initiatives like the Payment Services Act and AI Governance Framework. This regulatory environment offers NetClass significant advantages over staying in less crypto-friendly locations.

The company's AI development efforts currently focus on language learning applications deployed across multiple universities. These systems likely leverage natural language processing (NLP) and adaptive learning algorithms to create personalized educational experiences. The $2.4 million funding should enable expansion of these AI capabilities beyond language learning into other educational domains, potentially including automated assessment, content recommendation, and personalized learning paths.

On the blockchain front, NetClass's plan to expand its education chain and strengthen EDC token adoption suggests they're building an educational credential and incentive system. This could enable transparent verification of educational achievements, micropayments for educational content, or incentive mechanisms for learning engagement. The mention of exploring "new token issuance" indicates potential development of specialized tokens for different educational ecosystems or services.

However, token-based initiatives face significant regulatory hurdles even in supportive jurisdictions like Singapore. The Monetary Authority of Singapore maintains strict oversight of digital token offerings, requiring compliance with securities laws and anti-money laundering regulations. NetClass will need robust compliance frameworks to successfully execute these token plans.

While the funding provides necessary capital for these technological initiatives, the relatively modest $2.4 million sum suggests initial development phases rather than full-scale deployment. Success will depend on NetClass's ability to develop differentiated technology that delivers measurable educational outcomes while navigating the complex regulatory landscape surrounding educational AI and blockchain applications.

SINGAPORE and HONG KONG, Sept. 15, 2025 (GLOBE NEWSWIRE) -- NETCLASS Technology INC (Nasdaq: NTCL; the “Company” or “NetClass”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced that on August 31, 2025, the Company entered into a securities purchase agreement (the “Agreement”) with an institutional investor (the “Investor”) relating to a private placement of 1,500,000 Class A ordinary shares at $1.60 per share, for gross proceeds of approximately $2.4 million.

The transaction is expected to close within 60 days of the date of the Agreement (the “Closing Date”), subject to customary conditions. Under the terms of the Agreement, the Investor will have the right to purchase up to an additional 1,500,000 Class A ordinary shares at $1.60 per share over the next three years following the closing date.

The agreement is expected to support NetClass’s strategic plan to broaden the AI application scenarios and further advance the application of blockchain technology. The Company has already deployed AI-assisted language learning systems across multiple universities and is developing additional AI-driven tools to enhance its education portfolio. NetClass is also planning to expand its education chain and strengthen the adoption of EDC token in Singapore, as well as to explore the potential issuance of new tokens. These initiatives are aligned with the Company’s strategic moves to establish a Singapore subsidiary and relocate its global headquarters there. Singapore’s supportive policies for blockchain and AI applications have made it an ideal base for global growth.

“This financing underscores the confidence of the investor in our strategy and vision and validates the steps we are taking to transform education through technology. It not only strengthens our balance sheet but also provides the capital flexibility needed to accelerate development of our AI technologies, education chain, the EDC token, and explore new token-based opportunities,” said Dr. Jianbiao Dai, Chairman and Chief Executive Officer of NetClass. “With Singapore now as our global headquarters, we are strategically positioned to leverage Singapore’s supportive policies for blockchain and AI, access world-class talent and capital, and drive sustainable growth for our company, partners, and shareholders.”

About NETCLASS TECHNOLOGY INC
NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com

Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward- looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

What is the size and price of NetClass Technology's (NTCL) private placement announced in September 2025?

NetClass Technology announced a $2.4 million private placement through the sale of 1.5 million Class A ordinary shares at $1.60 per share to an institutional investor.

How will NetClass Technology (NTCL) use the proceeds from the $2.4M private placement?

The proceeds will be used to expand AI applications, advance blockchain initiatives, enhance AI-assisted language learning systems, and strengthen the adoption of EDC token in Singapore.

Why is NetClass Technology (NTCL) relocating its headquarters to Singapore?

NetClass is relocating to Singapore to leverage the country's supportive policies for blockchain and AI applications, access world-class talent and capital, and drive sustainable growth.

What additional rights does the investor receive in NetClass's (NTCL) private placement?

The investor has the right to purchase up to an additional 1.5 million Class A ordinary shares at $1.60 per share over the next three years following the closing date.

When is NetClass Technology's (NTCL) private placement expected to close?

The transaction is expected to close within 60 days of August 31, 2025, subject to customary closing conditions.