Netclass Technology Inc. SEC Filings

NetClass Technology Inc. filed a Form F-1 to register the resale of up to 5,438,788 Class A Ordinary Shares by a selling shareholder. The registered shares include up to 4,369,288 shares issuable upon conversion of a Convertible Note with a principal amount of $2,200,000 (dated August 1, 2025) and 1,069,500 shares already issued to the selling shareholder.

The company is not selling any securities in this offering and will not receive any proceeds from sales by the selling shareholder. The filing provides registration rights for the holder; actual sales, if any, may occur over time under the plan of distribution.

NetClass has a dual‑class structure: each Class A share has one vote and each Class B share has fifteen votes. The Class A Ordinary Shares trade on Nasdaq as “NTCL”. On September 24, 2025, the last reported sale price was $1.60 per share. As of that date, 18,487,030 Class A shares (including 1,069,500 Issued Shares) and 2,000,000 Class B shares were outstanding.

The company operates through subsidiaries in the PRC, Hong Kong and Singapore and highlights legal and operational risks tied to PRC and Hong Kong regulations, data security reviews, overseas listing filings, and HFCAA-related auditor inspection matters.

Netclass Technology Inc. filing shows that Sze Kok is the beneficial owner of 3,195,500 Class A ordinary shares, representing 17.29% of the issued and outstanding Class A shares based on 18,487,030 shares outstanding. The stake is held through Lang Wide Investment Inc., a BVI company for which Sze Kok is the sole shareholder and sole director, and Sze Kok reports sole voting and dispositive power over the shares. The filing is a Schedule 13G amendment dated 09/28/2025 with a signature dated 10/06/2025. This disclosure indicates a substantial single-holder position but does not describe any change in intent or plans regarding the securities.

NetClass Technology Inc. announced a $2.4M private placement (PIPE) to support its AI applications and blockchain initiatives in Singapore. The filing includes a press release dated September 15, 2025 and a signed certification by CEO Jianbiao Dai. The company states the financing is intended to advance projects in artificial intelligence and blockchain within Singapore; no further financial terms, investor identities, use-of-proceeds breakdown, closing date, or dilution details are provided in the text supplied.

NetClass Technology Inc. Schedule 13D/A shows that reporting person Jianbiao Dai is deemed to beneficially own 5,494,500 Class A ordinary shares, representing 29.72% of outstanding Class A shares based on the issuer's reported share count. The filing states these shares are held through Dragonsoft Holding Limited, of which Mr. Dai is the sole shareholder and director. The filing discloses an off-market, privately arranged gift transfer of 145,000 Class A shares from Dragonsoft to an individual; the transfer was completed outside any exchange or brokerage platform. The statement clarifies ownership and transaction mechanics without providing financial performance or forward guidance.

NetClass Technology Inc filed a Form D for a Regulation D, Rule 506(b) offering reporting a total offering size of $2,200,000, with $2,200,000 sold and $0 remaining. The issuer is a Cayman Islands corporation formed in 2022 with its principal place of business in Shanghai, China. The filing lists multiple executive officers and directors at the Shanghai address and identifies Univest Securities, LLC as the associated broker/dealer. The offering included debt and securities issuable upon exercise of options or warrants, had a declared minimum investment of $0, and indicates one investor to date. Sales commissions are reported at $210,000. The filing states the first sale date as 2025-08-04 and the notice was signed by CEO Jianbiao Dai on 2025-08-15.