UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number:001-42440
NETCLASS TECHNOLOGY INC
(Translation of registrant’s name into English)
Unit 11-03, ABI Plaza
11 Keppel Road
Singapore 089057
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x Form 40-F
¨
On May 6, 2026, NETCLASS TECHNOLOGY
INC (the “Company”) entered into a technical development service agreement (the “Technical Development Service Agreement”)
with Bangyuan Liu, an unaffiliated third party, pursuant to which Bangyuan Liu agreed to provide technical development services in connection
with the Company’s LLM-Based Learning APP System for a period of twelve months commencing on May 6, 2026. As consideration
for the services rendered and to be rendered thereunder, the Company issued 2,800,000 Class A ordinary shares, par value
$0.00025 per share (the “Class A Ordinary Shares”) to Bangyuan Liu on June 15, 2026.
On May 6, 2026, the Company entered into
an AI-based technology research and development services agreement (the “AI-Based Technology R&D Services Agreement”)
with Akaewood Investment Holding Co., Ltd., an unaffiliated third party, pursuant to which Akaewood Investment Holding Co., Ltd.
agreed to provide AI-based technology research and development services to the Company for a period of twelve months commencing on May 6,
2026. As consideration for the services rendered and to be rendered thereunder, the Company issued 3,200,000 Class A Ordinary
Shares to Akaewood Investment Holding Co., Ltd on June 15, 2026.
The foregoing description of the Technical Development
Service Agreement, and AI-Based Technology R&D Services Agreement (collectively, the “Agreements”) do not purport to be
complete and are qualified in their entirety by reference to the full text of such Agreements, copies of which are filed as Exhibits to
this Report on Form 6-K. The Class A Ordinary Shares issuable under the Agreements are being issued as restricted securities
in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended.
This report on Form 6-K is incorporated
by reference into the Company’s Registration Statement on Form S-8
filed with the Securities and Exchange Commission on April 2, 2025 (Registration No. 333-286348) and
Company’s Registration Statement on Form F-3
filed with the Securities and Exchange Commission on December 29, 2025 (Registration No. 333-292458).
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Technical Development Service Agreement, dated May 6, 2026 |
| 99.2 |
|
AI-Based Technology R&D Services Agreement, dated May 6, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
NETCLASS TECHNOLOGY INC |
| |
|
| Date: June 18, 2026 |
By: |
/s/ Jianbiao Dai |
| |
Name: |
Jianbiao Dai |
| |
Title: |
Chief Executive Officer |
| |
|
(Principal Executive Officer) |
Exhibit 99.1
TECHNICAL
DEVELOPMENT SERVICE AGREEMENT
(LLM-Based
Learning APP System)
This
Technical Development Service Agreement (the "Agreement") is entered into on May 6, 2026 by and between:
Party
A: NETCLASS TECHNOLOGY INC
Address:
4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
Party
B: Bangyuan Liu
Address:
NO.7-202, 261 LUOYANG ROAD, MINHANG DISTRICT, SHANGHAI 201104, CHINA
WHEREAS:
1.
Party A intends to develop the “LLM-Based Learning APP System”;
2.
Party B possesses the relevant technical capabilities to provide software development services;
3.
The Parties agree that Party B shall provide technical development services and Party A shall compensate Party B with shares.
Article 1
– System Name
The
system to be developed under this Agreement shall be named the “LLM-Based Learning APP System” (the “System”).
Article 2
– Scope of Services
Party
B shall design, develop, deploy, and provide related technical support services for the System, including but not limited to the following
modules:
| Backend
Functional Modules |
| Module |
Function |
| APP
Management |
Version
management, configuration updates, version list |
| Marketing
Management |
Campaigns,
promotions, notifications |
| Operations
Management |
Package &
redemption code management |
| User
Management |
Account
info, profile, points, purchase records |
| Community
Management |
UGC
management, content moderation |
| Customer
Service System |
Ticketing,
issue tracking |
| Order
Management |
Order
CRUD, status updates |
| Permission
Management |
Role-based
access, admin settings |
| Textbook
Management |
Course
material upload/management |
| Course
Management |
Course
listing, CRUD, details |
| Teacher
Management |
Teacher
profiles, audio/video integration |
| Assessment
Management |
Test
configuration, questions setup |
| Front-End
Functional Modules |
| Module |
Function |
| Recent
Learning |
Display
and navigate recently accessed courses |
| Course
List |
Course
display and detail navigation |
| Community
Interaction |
User
community posts, likes, comments |
| Textbook
List |
List
of textbooks and course materials |
| Textbook
Details |
Detailed
view of textbooks and units |
| Course
Details |
Detailed
view of course content |
| Teacher
List |
Display
list of teachers |
| Personal
Center |
Profile,
learning data, QR code, cards |
| Introductory
Assessment |
User
placement and initial assessment |
The
Parties may supplement or reasonably adjust functional details through written confirmation.
Article 3
– Service Term
The
service term under this Agreement shall be from May 6, 2026 to May 5, 2027.
Party
B shall continuously perform system development, optimization, and technical support obligations during the service term.
The
obligations under this Agreement constitute continuing performance obligations, and fulfillment shall be determined based on actual development
and support work completed during the service period.
Article 4
– Service Consideration and Share Issuance
1.
As consideration for Party B’s continuous provision of technical development and related services during the service term, Party
A agrees to issue 2,800,000 ordinary shares of NetClass Technology Inc. to Party B.
2.
All such shares shall be issued and registered no later than May 31, 2026.
3.
The Parties acknowledge that:
(a) The
shares correspond to Party B’s continuing performance obligations during the period from May 6, 2026 to May 5,
2027;
(b) The
timing of share issuance shall not affect Party B’s ongoing performance obligations throughout the service term;
(c) The
shares constitute service consideration and do not represent an investment, financing arrangement, or loan.
4.
The share issuance shall comply with applicable securities laws and regulatory requirements.
Article 5
– Service Confirmation
Party
B shall submit periodic development reports or technical deliverables according to the development progress.
Party
A shall have the right to conduct testing and confirmation of system functions.
Service
completion shall be determined based on actual development results and technical support provided during the service term.
Article 6
– Performance Liability
If
Party B fails to complete its development obligations as agreed, Party B shall rectify or supplement development within a reasonable
period.
If
Party B fails to fully perform its obligations, Party B shall provide equivalent technical services as compensation, or the Parties may
otherwise agree upon a mutually acceptable compensation arrangement.
Article 7
– Intellectual Property
All
source codes, database structures, and development results of the System shall belong to Party A.
Party
B retains ownership of its general development tools and underlying technologies, provided that such retention does not affect Party
A’s use of the System.
Party
B shall not disclose core technologies of the System to any third party without Party A’s written consent.
Article 8
– Confidentiality
Both
Parties shall keep confidential any business information obtained during the performance of this Agreement.
Article 9
– Governing Law and Dispute Resolution
This
Agreement shall be governed by the laws of the Hong Kong Special Administrative Region.
Any
dispute arising from this Agreement shall be submitted to arbitration in Hong Kong.
| Signature | | |
| | | |
| Party A: NETCLASS TECHNOLOGY INC | | |
| | | |
| Authorized Signature: |
| | |
| Party B: |
| | |
| | | |
| Authorized Signature: |
| | |
Exhibit 99.2
AI-Based
Technology R&D Services Agreement
This
AI-Based Technology Research and Development Services Agreement (the “Agreement”) is made and entered into on May 6,
2026 (the “Execution Date”), by and between the following parties:
Party
A: NetClass Technology Inc
Address:
4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
Party
B: Akaewood Investment Holding Co., Ltd.
Address:
OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands
WHEREAS:
| 1) | Party
A intends to conduct AI-based technology research, development, and related application services
during the Service Term; |
| 2) | Party
B possesses the capability to provide AI-based technology R&D services and agrees to
perform such services in accordance with the terms of this Agreement; |
NOW,
THEREFORE, the Parties agree as follows:
1.
Scope of Services
During
the Service Term, Party B shall provide AI-based technology research and development services to Party A, including but not limited to:
| 1) | Developing,
designing, and optimizing AI models, algorithms, and related technical systems to support
Party A’s business and product applications; |
| 2) | Providing
technical R&D support, system integration, testing verification, and performance optimization
services; |
| 3) | Assisting
Party A with AI data preparation, model training, experimental design, and results analysis; |
| 4) | Delivering
R&D progress reports, test results, and confirmation documentation to ensure Party A
can monitor project progress in a timely manner; |
| 5) | Performing
all AI-based technology R&D services in a professional, diligent, and commercially reasonable
manner consistent with industry standards. |
2.
Service Term
The
service term under this Agreement shall commence on May 6, 2026 and continue through May 5, 2027,
for a total of twelve (12) consecutive months (the “Agreed Service Term”). Services shall commence on May 6,
2026, and this Agreement shall be deemed effective as of that date with respect to the services provided.
3.
Equity Consideration
As
full and complete consideration for Party B’s performance of services throughout the entire Agreed Service Term, Party A agrees
to grant Party B 3,200,000 Class A ordinary shares of Party A (the “Shares”):
| 1) | The
Shares correspond to the full twelve (12) month Agreed Service Term; |
| 2) | The
Shares shall be issued by the end of June 2026; |
| 3) | The
Parties acknowledge and agree that the Shares shall be validly issued and fully paid upon
issuance, and shall not be subject to cancellation or rescission solely based on the performance
status of services; |
| 4) | Party
B’s ultimate entitlement to the economic benefits associated with the Shares is conditional
upon substantial completion of all AI-based technology R&D service obligations during
the Agreed Service Term. |
4.
Non-Performance and Compensation Mechanism
| 1) | If
Party B fails to perform, partially performs, or is unable to complete the agreed AI-based
technology R&D service obligations during the Agreed Service Term due to reasons attributable
to Party B, Party B shall compensate Party A by either: |
| a. | providing
additional AI-based technology R&D services of equivalent commercial value; or |
| b. | such
other remedial arrangement as may be mutually agreed in writing by the Parties. |
| 2) | The
equivalent commercial value shall be determined based on the pro-rata portion of the unperformed
service period relative to the full Agreed Service Term, taking into account the originally
agreed scope and quality standards. |
| 3) | Any
compensatory AI-based R&D services shall be completed within a reasonable period agreed
by the Parties and shall be subject to the same performance and reporting requirements as
set forth in this Agreement. |
| 4) | The
Parties acknowledge that although the Shares are validly issued, Party B’s ultimate
entitlement to the economic benefits corresponding to the full twelve (12) month Service
Term remains conditional upon substantial completion of the agreed AI-based R&D service
obligations. |
5.
Confidentiality
Each
Party shall maintain strict confidentiality of any proprietary or non-public information obtained in the course of performing this Agreement
and shall not disclose such information to any third party without the prior written consent of the other Party.
6.
Liability for Breach
Any
Party that breaches this Agreement and causes loss to the other Party shall bear corresponding legal liability in accordance with applicable
laws.
7.
Governing Law
This
Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
8.
Miscellaneous
| 1) | This
Agreement constitutes the entire agreement between the Parties with respect to the subject
matter herein and shall become effective upon execution by both Parties. |
| 2) | All
provisions herein shall take effect upon execution. Any matters not covered in this Agreement
shall be separately agreed upon in writing by the Parties. |
| 3) | In
case Party A has additional or expanded demands for AI technology research and development
and other related business services beyond the scope of this Agreement, both Parties may
separately enter into supplementary agreements, addenda or annexes to agree upon the specific
service content, scope and corresponding rights and obligations. |
Signature
| Party A （Signature）： |
| | Party
B （Signature）： |
|
