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 March 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 February 20, 2026, NETCLASS TECHNOLOGY INC
(the “Company”) entered into an outdoor advertising service agreement (the “Outdoor Advertising Service Agreement”)
with China Outdoor Media Development Limited, an unaffiliated third party, pursuant to which China Outdoor Media Development Limited agreed
to provide outdoor advertising and promotional services to the Company for a period of twelve months commencing on February 1, 2026. As
consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,500,000 Class A ordinary shares,
par value $0.00025 per share (the “Class A Ordinary Shares”) to China Outdoor Media Development Limited.
On February 21, 2026, the Company entered into
a consulting services agreement (the “Technical Consulting Services Agreement”) with Xueyuan Nie, an unaffiliated third party,
pursuant to which Xueyuan Nie agreed to provide professional technical consulting services in connection with the Company’s AI driven
English proficiency assessment system for a period of twelve months commencing on February 1, 2026. As consideration for the services
rendered and to be rendered thereunder, the Company agreed to issue 2,400,000 Class A Ordinary Shares to Xueyuan Nie.
On February 21, 2026, the Company entered into
a consulting services agreement (the “Strategic Consulting Services Agreement”) with Ying Luo, an unaffiliated third party,
pursuant to which Ying Luo agreed to provide professional market promotion and strategic advisory services in connection with the Company’s
CEPA English assessment system for a period of twelve months commencing on February 1, 2026. As consideration for the services rendered
and to be rendered thereunder, the Company agreed to issue 2,400,000 Class A Ordinary Shares to Ying Luo.
On February 24, 2026, the Company entered into
a technical development service agreement (the “Technical Development Service Agreement”) with Tingting Tao, an unaffiliated
third party, pursuant to which Tingting Tao agreed to provide technical support services for a period of twelve months commencing on February
7, 2026. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,800,000 Class A Ordinary
Shares to Tingting Tao.
The foregoing description of the Outdoor Advertising
Service Agreement, Technical Consulting Services Agreement, Strategic Consulting Services Agreement and Technical Development Service
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 |
|
Outdoor Advertising Service Agreement, dated February 20, 2026 |
| 99.2 |
|
Technical Consulting Services Agreement, dated February 21, 2026 |
| 99.3 |
|
Strategic Consulting Services Agreement, dated February 21, 2026 |
| 99.4 |
|
Technical Development Service Agreement, dated February 24, 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.
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NETCLASS TECHNOLOGY INC |
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| Date: March 2, 2026 |
By: |
/s/ Jianbiao Dai |
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Name: |
Jianbiao Dai |
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Title: |
Chief Executive Officer |
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|
(Principal Executive Officer) |
Exhibit 99.1
OUTDOOR
ADVERTISING SERVICES AGREEMENT
This
Outdoor Advertising Services Agreement (the “Agreement”) is made and entered into on February 20, 2026 (the “Execution
Date”), 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: CHINA OUTDOOR MEDIA DEVELOPMENT LIMITED
Address:
ROOM 2914, 29TH FLOOR, HO KING COMMERCIAL CENTRE, 2-16 FA YUEN STREET, MONG KOK, HONG KONG, 999077
WHEREAS,
Party A intends to conduct brand promotion and marketing activities during the Service Term;
WHEREAS,
Party B possesses outdoor advertising resources and operational capabilities and agrees to provide outdoor advertising services to
Party A 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 twelve (12) months of outdoor advertising and promotional services to Party A, including
but not limited to:
1.
Displaying Party A’s brand content on a prime-location LED outdoor screen located in the central urban district of Shanghai, People’s
Republic of China;
2.
The advertising shall be broadcast for no less than fourteen (14) days per calendar month during the Service Term;
3.
During each broadcast day, Party A’s advertisement shall be displayed in fifteen (15) second slots for no fewer than forty
(40) rotations per day, or such alternative broadcast frequency as may be mutually agreed in writing by the Parties;
4.
Arranging advertising placement, coordinating broadcast schedules, and supporting material deployment;
5.
Managing content publication and playback during the Service Term;
6.
Providing reasonable playback confirmation reports or performance records upon request;
7.
Ensuring the availability and operational functionality of the agreed LED advertising resources during the Service Term.
Party
B shall perform the above 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 February 1, 2026 and shall continue through January 31, 2027,
for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the
services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with
respect to the services provided from that date.
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 2,500,000 Class A ordinary shares of Party A (the “Shares”).
The
Shares correspond to the full twelve (12) month Agreed Service Term.
The
Shares shall be issued by the end of February 2026.
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 based solely on the performance status of services.
Notwithstanding
the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate
entitlement to the economic benefits associated with the Shares is conditional upon substantial completion of all service obligations
during the Agreed Service Term.
4.
Non-Performance and Compensation Mechanism
4.1
If Party B fails to perform, partially performs, or is unable to complete the agreed advertising obligations during the Agreed Service
Term due to reasons attributable to Party B, Party B shall compensate Party A by either:
(a) providing
additional advertising services of equivalent commercial value; or
(b) such
other remedial arrangement as may be mutually agreed in writing by the Parties.
4.2
The equivalent commercial value shall be determined based on the pro-rata portion of the unperformed advertising period relative to the
full Agreed Service Term, taking into account the originally agreed broadcast frequency and location.
4.3
Any compensatory advertising services shall be completed within a reasonable period agreed by the Parties and shall be subject to the
same broadcast standards and reporting requirements as set forth in this Agreement.
4.4
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 advertising obligations.
5.
Confidentiality
Both
Parties 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 prior written consent.
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 Hong Kong.
8.
Miscellaneous
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.
Signature
| Party A (Signature): |
/s/ Jianbiao Dai |
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| Party B (Signature): |
/s/ Ren Wu |
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Exhibit 99.2
CONSULTING
SERVICES AGREEMENT
This
Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 2026 (the “Execution
Date”), 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: Nie Xueyuan
Address：Room
2-1-3504, No. 60 Yixue Lane, Jinjiang District, Chengdu, China
WHEREAS,
Party A intends to engage Party B to provide technical consulting services in relation to its AI-driven English proficiency assessment
system;
WHEREAS,
Party B possesses professional expertise and experience in artificial intelligence, algorithm design, and assessment technologies,
and agrees to provide 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 professional technical consulting services in relation to Party A’s AI-driven English proficiency
assessment system, including but not limited to:
1.
Providing professional advice on the structure, algorithmic logic, and technical framework of the English proficiency scoring model;
2.
Assisting in optimizing the automated scoring mechanisms based on artificial intelligence technologies to enhance assessment accuracy,
consistency, and stability;
3.
Providing recommendations on model training strategies, data processing methodologies, and performance optimization approaches;
4.
Assisting in analyzing system performance results and providing professional advice on continuous improvement strategies.
Party
B shall perform the above consulting services in a professional, diligent, and technically competent manner.
2.
Service Term
The
service term under this Agreement shall commence on February 1, 2026 and shall continue through January 31, 2027,
for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the
services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with
respect to the services provided from that date.
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 2,400,000 Class A ordinary shares of Party A (the “Shares”).
The
Shares correspond to the full twelve (12) month Agreed Service Term.
The
Shares shall be issued no later than the end of February 2026.
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 based solely on the performance status of services.
Notwithstanding
the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate
entitlement to the economic benefits associated with the Shares is conditional upon the completion of all service obligations during
the Agreed Service Term.
4.
Non-Performance and Compensation Mechanism
4.1
Compensation Obligation
In
the event that Party B fails to perform or fully perform the services under this Agreement, or this Agreement is terminated prior to
the expiration of the Agreed Service Term due to reasons attributable to Party B, Party B shall compensate Party A in cash for the portion
corresponding to the unperformed service period.
4.2
Calculation of Compensation Amount
Compensation
Amount = (Agreed Service Term − Actual Service Period Performed) ÷ Agreed Service Term × 2,400,000 Shares ×
Fair Market Value per Share on the Grant Date. The compensation amount shall be paid in cash or in a manner agreed upon by both parties.
4.3
Payment Timeline
Party
B shall complete payment of the compensation within thirty (30) business days from the date Party A issues written notice.
4.4
Nature of Rights Confirmation
The
Parties confirm that although the Shares are validly issued, the portion corresponding to any unperformed service period shall not constitute
finally vested service consideration under this Agreement. Party B’s entitlement to the economic benefits of such portion remains
conditional upon completion of the Agreed Service Term.
5.
Confidentiality
Both
Parties 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 prior written consent.
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 Hong Kong.
8.
Miscellaneous
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.
Signature
| Party A (Signature): |
/s/ Jianbiao Dai |
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| Party B (Signature): |
/s/ Xueyuan Nie |
|
Exhibit 99.3
CONSULTING
SERVICES AGREEMENT
This
Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 2026 (the “Execution
Date”), 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: Luo Ying
Address：Room
1718, Bingang Commercial Center, Hongkou District, Shanghai, China
WHEREAS,
Party A intends to engage Party B to provide market promotion and strategic advisory services in relation to Party A’s business
operations;
WHEREAS,
Party B possesses relevant experience and professional expertise in market development, branding strategy, and business promotion,
and agrees to provide 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 professional market promotion and strategic advisory services to Party A’s “CEPA”
English Assessment System including but not limited to:
1.
Advising on market expansion strategies and brand positioning initiatives;
2.
Assisting in the development and implementation of marketing and promotional plans;
3.
Providing strategic recommendations regarding customer acquisition and market penetration;
4.
Supporting business development discussions and identifying potential partnership opportunities.
Party
B shall perform the above consulting services in a professional, diligent, and commercially reasonable manner.
2.
Service Term
The
service term under this Agreement shall commence on February 1, 2026 and shall continue through January 31, 2027,
for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the
services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with
respect to the services provided from that date.
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 2,400,000 Class A ordinary shares of Party A (the “Shares”).
The
Shares correspond to the full twelve (12) month Agreed Service Term.
The
Shares shall be issued no later than the end of February 2026.
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 based solely on the performance status of services.
Notwithstanding
the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate
entitlement to the economic benefits associated with the Shares is conditional upon the completion of all service obligations during
the Agreed Service Term.
4.
Non-Performance and Compensation Mechanism
4.1
Compensation Obligation
In
the event that Party B fails to perform or fully perform the services under this Agreement, or this Agreement is terminated prior to
the expiration of the Agreed Service Term due to reasons attributable to Party B, Party B shall compensate Party A in cash for the portion
corresponding to the unperformed service period.
4.2
Calculation of Compensation Amount
Compensation
Amount = (Agreed Service Term − Actual Service Period Performed) ÷ Agreed Service Term × 2,400,000 Shares ×
Fair Market Value per Share on the Grant Date. The compensation amount shall be paid in cash or in a manner agreed upon by both parties.
4.3
Payment Timeline
Party
B shall complete payment of the compensation within thirty (30) business days from the date Party A issues written notice.
4.4
Nature of Rights Confirmation
The
Parties confirm that although the Shares are validly issued, the portion corresponding to any unperformed service period shall not constitute
finally vested service consideration under this Agreement. Party B’s entitlement to the economic benefits of such portion remains
conditional upon completion of the Agreed Service Term.
5.
Confidentiality
Both
Parties 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 prior written consent.
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 Hong Kong.
8.
Miscellaneous
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.
Signature
| Party A (Signature): |
/s/ Jianbiao Dai |
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| Party B (Signature): |
/s/ Ying Luo |
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Exhibit 99.4
TECHNICAL DEVELOPMENT
SERVICE AGREEMENT
(Smart Campus Intelligent
Scheduling System)
This Technical Development Service Agreement
(the "Agreement") is entered into on February 24, 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: Tao Tingting
Address: Room 402, No. 263,
333 Haidi Road, Baoshan District, Shanghai, China
WHEREAS:
1. Party A intends to develop the “Smart
Campus Intelligent Scheduling 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 “Smart Campus Intelligent Scheduling 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:
1. Basic Data Management Module
- Teacher List Management
- Student List Management
- Subject Tag Management
2. Teaching Scheduling Module
- Teaching Scheduling Management
- Scheduling Process Management
3. Timetable Inquiry Module
- Student Timetable Inquiry
- Teacher Timetable Inquiry
- Classroom Arrangement Inquiry
4. Teaching Process Management Module
- Course Exemption Review
- Substitute Teaching Management
5. Self-Selection Course Management
Module
- Student Course Selection Requests
- Teacher Course Selection Review
- Teacher Self-Selection Course List
Management
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 February 7, 2026 to February 6, 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.
The Parties acknowledge that the services
commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with respect
to the services provided from that date.
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 February 28, 2026.
3. The Parties acknowledge that:
(a) The shares correspond to Party
B’s continuing performance obligations during the period from February 7, 2026 to February 6, 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 |
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| Party A: NETCLASS TECHNOLOGY
INC |
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| Authorized Signature: |
/s/
Jianbiao Dai |
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| Party B: Tao Tingting |
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| Authorized Signature: |
/s/ Tingting Tao |
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