Netclass Technology (NTCL) sells Class B shares to CEO entity
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.
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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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.
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.