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Netclass Technology Inc. SEC Filings

NTCL NASDAQ

Welcome to our dedicated page for Netclass Technology SEC filings (Ticker: NTCL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

The NETCLASS TECHNOLOGY INC (NTCL) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as a foreign private issuer listed on Nasdaq. NetClass files annual reports on Form 20-F and current reports on Form 6-K under the Securities Exchange Act of 1934, offering detailed information on its smart education software business, capital structure, and governance.

Through its Form 6-K filings, NetClass furnishes earnings releases and financial statements, including unaudited condensed consolidated results for interim periods. These documents break down revenues from subscription services and application development, cost of revenues, operating expenses such as selling and marketing, general and administrative, and research and development, as well as net loss and comprehensive loss. Balance sheet data in these filings outlines assets, liabilities, and shareholders’ equity, including Class A and Class B ordinary shares.

NetClass also uses Form 6-K to report financing transactions and securities purchase agreements, such as a convertible promissory note and related Class A ordinary shares sold to an accredited investor, and a PIPE financing involving the issuance of 1,500,000 Class A ordinary shares to an institutional investor. These filings describe key terms, exemptions from registration under the Securities Act of 1933, and related press releases. Additional 6-Ks address corporate actions and governance matters, including the establishment of a Singapore subsidiary, relocation of headquarters, and shareholder meetings approving changes to voting rights for Class B ordinary shares and adopting amended and restated memorandum and articles of association.

On Stock Titan, these filings are updated as they appear on EDGAR, and AI-powered tools summarize the contents of lengthy reports. Users can quickly understand the main points of NetClass’s 6-K submissions, identify how financing arrangements may affect the capital structure, and see how governance decisions impact voting rights. This page is a central resource for reviewing NTCL’s official SEC communications, financial disclosures, and material corporate developments.

Rhea-AI Summary

NetClass Technology Inc entered two year-long technology service agreements starting on May 6, 2026, paying entirely in equity rather than cash. One agreement with Bangyuan Liu covers development of an LLM-based learning app system; another with Akaewood Investment Holding Co., Ltd. covers AI-based technology research and development.

As consideration, NetClass issued 2,800,000 Class A ordinary shares at par value $0.00025 per share to Bangyuan Liu and 3,200,000 Class A ordinary shares to Akaewood Investment Holding Co., Ltd., both on June 15, 2026. These shares are issued as restricted securities in reliance on Regulation S and are linked to continued service performance through May 5, 2027.

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NETCLASS TECHNOLOGY INC reported new steps to expand its AI-based language assessment business and academic partnerships. The company signed a cooperation framework agreement with Shanghai Singapore International School to deploy its Classroom English Proficiency Assessment platform to evaluate students and staff for admissions, class placement, and training.

NetClass also launched a Portuguese proficiency assessment system and entered a Memorandum of Understanding with the University of Évora in Portugal. This framework covers AI education innovation, smart healthcare research, academic exchanges, and joint innovation projects to support the company’s AI-driven multilingual assessment strategy.

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NTCL filed a Form 144 disclosing proposed sales of Class A Ordinary Shares linked to director compensation and services. The excerpt lists proposed quantities of 1,510 and 1,667 shares (dates 05/14/2025 and 11/03/2025) and a combined notice quantity of 3,177 shares.

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Filing
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NETCLASS TECHNOLOGY INC registers 27,027,015 Class A Ordinary Shares for resale by selling shareholders pursuant to a March 25, 2026 securities purchase agreement. The Company states it is not selling any securities under this prospectus and will receive no proceeds from these resales. The prospectus lists 57,942,904 Class A Ordinary Shares outstanding as of April 15, 2026 and a last reported Nasdaq sale price of $0.4977 per share on April 15, 2026.

The filing describes the plan of distribution, the Company’s dual-class capital structure, regulatory and operational risks tied to PRC/Hong Kong laws (including cybersecurity and CSRC filing risks), dividend and cash‑flow mechanics through the group, and recent financings including an IPO and a convertible note.

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NetClass Technology Inc is registering the resale of up to 27,027,015 Class A Ordinary Shares. The registration covers resale shares issued to certain selling shareholders under a March 25, 2026 Securities Purchase Agreement. The company will not receive proceeds from these resales.

NetClass states its Class A Ordinary Shares trade on Nasdaq under the symbol "NTCL" and that there were 57,942,904 Class A Ordinary Shares issued and outstanding as of April 15, 2026 (which includes the 27,027,015 Resale Shares). The prospectus emphasizes risks tied to PRC/Hong Kong regulations, cybersecurity review frameworks, capital controls, and PCAOB inspection rules that could affect listings and cross-border transfers.

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NETCLASS TECHNOLOGY INC entered a standstill agreement and completed a new equity financing. The company paid an accredited investor an aggregate of $268,518.81, and in return the investor agreed not to convert a prior $2,200,000 convertible note or sell 1,069,500 Class A ordinary shares. NETCLASS also sold 27,027,015 Class A ordinary shares at $0.222 per share to certain investors for gross proceeds of $6 million in a private placement. A portion of the net proceeds, $246,142.24, was used to fund obligations under the standstill, with the balance earmarked for working capital and general corporate purposes.

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Netclass Technology Inc. files an amended Schedule 13G showing beneficial ownership of 2,695,500 Class A ordinary shares, equal to 8.96% of the class based on 30,096,197 shares outstanding as stated. The shares are held by Lang Wide Investment Inc., of which Sze Kok is sole shareholder and director.

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NetClass Technology Inc. entered four service agreements and will pay all counterparties in Class A ordinary shares instead of cash. China Outdoor Media Development Limited will receive 2,500,000 shares for a twelve‑month outdoor advertising campaign centered on a prime LED screen in Shanghai.

Individual consultants Xueyuan Nie and Ying Luo will each receive 2,400,000 shares for twelve months of technical and strategic consulting focused on the company’s AI‑driven English proficiency and CEPA assessment systems. Developer Tingting Tao will receive 2,800,000 shares for a year of work on a Smart Campus Intelligent Scheduling System.

The shares are being issued as restricted securities under Regulation S and are tied to continued service performance, with contractual compensation or make‑good mechanisms if services are not fully delivered. The agreements are governed by Hong Kong law and are incorporated by reference into existing S‑8 and F‑3 registration statements.

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NetClass Technology Inc Schedule 13G: Streeterville Capital LLC reports beneficial ownership of 1,846,854 Class A Ordinary Shares, representing 9.99% of the class. The filing states this percentage is subject to an ownership cap described as 9.99% under a convertible promissory note.

The filing notes 18,487,030 shares outstanding as of September 30, 2025. Streeterville Capital LLC holds sole voting and dispositive power over the 1,846,854 shares; Streeterville Management LLC and John M. Fife are disclosed as manager and ultimate controlling person, respectively.

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FAQ

How many Netclass Technology (NTCL) SEC filings are available on StockTitan?

StockTitan tracks 34 SEC filings for Netclass Technology (NTCL), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Netclass Technology (NTCL)?

The most recent SEC filing for Netclass Technology (NTCL) was filed on June 18, 2026.