Netclass Technology sells 100,000 Class B shares

Netclass Technology Inc entered into a securities purchase agreement with Dragonsoft Holding Limited, an entity wholly owned and directed by Chief Executive Officer and chairman Dr. Jianbiao Dai.

Rhea-AI Filing Summary

Netclass Technology Inc entered into a securities purchase agreement with Dragonsoft Holding Limited, an entity wholly owned and directed by Chief Executive Officer and chairman Dr. Jianbiao Dai. Under this agreement, the company agreed to issue and sell 100,000 Class B ordinary shares at $2.69 per share, matching the July 31, 2026 closing price of its Class A shares.

The shares were issued on August 5, 2026 pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation S. After the issuance, Dragonsoft continues to own 100% of the outstanding Class B shares, representing 77.93% of the combined voting power of the company’s issued and outstanding Class A and Class B shares.

Key Figures

Class B shares issued: 100,000 shares Purchase price per share: $2.69 per share Voting power held by Dragonsoft: 77.93% +4 more

7 metrics

Class B shares issued 100,000 shares Issued to Dragonsoft Holding Limited on August 5, 2026

Purchase price per share $2.69 per share Price for Class B ordinary shares under the securities purchase agreement

Voting power held by Dragonsoft 77.93% Dragonsoft Holding’s voting power after issuance of Class B ordinary shares

Ownership of Class B shares 100% Dragonsoft Holding continues to own all outstanding Class B ordinary shares

SPA execution date August 1, 2026 Date of securities purchase agreement between Netclass Technology and Dragonsoft

Form S-8 registration number 333-286348 Registration Statement on Form S-8 referenced for incorporation by reference

Form F-3 registration number 333-292458 Registration Statement on Form F-3 referenced for incorporation by reference

Key Terms

foreign private issuer, Section 4(a)(2) of the Securities Act of 1933, Regulation S, Class B Ordinary Shares, +1 more

5 terms

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"

Regulation S regulatory

"and Regulations S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Class B Ordinary Shares financial

"issue and sell to the Buyer 100,000 Class B Ordinary Shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Registration Statement on Form F-3 regulatory

"Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Netclass Technology Inc (NTCL) complete with Dragonsoft Holding Limited?

Netclass Technology Inc completed a sale of 100,000 Class B ordinary shares to Dragonsoft Holding Limited under a securities purchase agreement at $2.69 per share. Dragonsoft is wholly owned and directed by CEO and chairman Dr. Jianbiao Dai.

How does the August 2026 share issuance affect NTCL’s voting power structure?

Following the issuance, Dragonsoft Holding continues to own 100% of Netclass Technology’s Class B shares, representing 77.93% of the total voting power of all issued and outstanding Class A and Class B ordinary shares of the company.

Who controls Dragonsoft Holding Limited in the Netclass Technology (NTCL) transaction?

Dragonsoft Holding Limited is wholly controlled by Dr. Jianbiao Dai, Netclass Technology’s Chief Executive Officer, director and Chairman of the Board. He is the sole shareholder and sole director of Dragonsoft, which purchased the 100,000 Class B ordinary shares.

At what price were Netclass Technology (NTCL) Class B shares sold to Dragonsoft?

The Class B ordinary shares were sold to Dragonsoft Holding at $2.69 per share, equal to the closing price of Netclass Technology’s Class A ordinary shares as of July 31, 2026, as referenced in the securities purchase agreement.

Under which U.S. securities law exemptions was the NTCL share sale executed?

The execution of the securities purchase agreement and issuance of Class B shares relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Regulation S promulgated thereunder, allowing the transaction to proceed without Securities Act registration.

How is the August 2026 NTCL transaction linked to existing registration statements?

This report is incorporated by reference into Netclass Technology’s Form S-8 (Registration No. 333-286348) filed April 2, 2025 and its Form F-3 (Registration No. 333-292458) filed December 29, 2025, connecting the disclosure to those registration statements.

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Available on EDGAR 08/05/2026 - 05:29 PM Accepted by SEC EDGAR 08/05/2026 - 05:29 PM Learn about SEC filing dates

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 August 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 August 1, 2026, NETCLASS TECHNOLOGY INC (the “Company”) entered into a securities purchase agreement (“the SPA”) with Dragonsoft Holding Limited (the “Buyer”). Dr. Jianbiao Dai, the Chief Executive Officer, director and Chairman of the Board of the Company, is the sole shareholder and sole director of the Buyer. Pursuant to the SPA, the Company agreed to issue and sell to the Buyer 100,000 Class B Ordinary Shares at a purchase price of $2.69 per share, which was the closing price of the Company’s Class A ordinary shares as of July 31, 2026. On August 5, 2026, the Company issued 100,000 Class B Ordinary Shares to the Buyer. Following the issuance, the Buyer continue to hold 100% of the Company's outstanding Class B ordinary shares, representing 77.93% of the total voting power of the Company's issued and outstanding Class A ordinary shares and Class B ordinary shares.

The execution and delivery of the SPA and the issuance of the Class B Shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended and Regulations S promulgated thereunder.

The foregoing description of the SPA are qualified in their entirety by reference to the provisions of the SPA filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

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
10.1		Securities Purchase Agreement by and between the Company and the Buyer, dated August 1, 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: August 5, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 143.9 KB