NetClass sells 300K Class B shares to Dragonsoft

NetClass sold 300,000 new Class B shares to its controlling shareholder, giving that holder 91.34% of the company’s total voting power.

Rhea-AI Filing Summary

NetClass Technology Inc (NTCL) entered into a securities purchase agreement with its controlling shareholder, Dragonsoft Holding Limited, on September 2, 2026. The company agreed to issue and sell 300,000 Class B ordinary shares to Dragonsoft at $1.88 per share, equal to the closing price of its Class A ordinary shares on September 1, 2026. The shares were issued on September 3, 2026, after which Dragonsoft holds 100% of the outstanding Class B ordinary shares, representing 91.34% of the total voting power of NetClass’s issued and outstanding share capital. The transaction was conducted as a private offering relying on Section 4(a)(2) of the Securities Act of 1933 and Regulation S, and this report is incorporated by reference into NetClass’s existing Form S-8 and Form F-3 registration statements.

Positive

• None.

Negative

• Controlling shareholder voting concentration: Dragonsoft Holding Limited now holds 91.34% of the total voting power, significantly limiting the influence of minority shareholders.

Key Figures

Class B shares issued: 300,000 shares Issue price per share: $1.88 per share Voting power held by Dragonsoft: 91.34% +2 more

5 metrics

Class B shares issued 300,000 shares Class B ordinary shares sold to Dragonsoft under the SPA

Issue price per share $1.88 per share Equal to closing price of Class A ordinary shares on September 1, 2026

Voting power held by Dragonsoft 91.34% Total voting power of NetClass issued and outstanding share capital after issuance

Class B ownership by Dragonsoft 100% of Class B ordinary shares Dragonsoft holdings after the September 3, 2026 issuance

SPA date September 2, 2026 Date NetClass and Dragonsoft entered into the securities purchase agreement

Key Terms

Class B Ordinary Shares, Section 4(a)(2), Regulation S, Registration Statement on Form S-8, +2 more

6 terms

Class B Ordinary Shares financial

"the Company agreed to issue and sell to the Buyer 300,000 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.

Section 4(a)(2) regulatory

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

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

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 S-8 regulatory

"incorporated by reference into the Company’s Registration Statement on Form S-8"

A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.

Registration Statement on Form F-3 regulatory

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

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.

securities purchase agreement financial

"entered into a securities purchase agreement (“the SPA”) with Dragonsoft Holding Limited"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

FAQ

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

What transaction did NetClass Technology Inc (NTCL) report in this Form 6-K?

NetClass Technology Inc reported a private issuance of 300,000 Class B ordinary shares to its controlling shareholder, Dragonsoft Holding Limited, under a securities purchase agreement dated September 2, 2026.

At what price were the new NetClass (NTCL) Class B shares sold to Dragonsoft?

The 300,000 Class B ordinary shares were sold to Dragonsoft Holding Limited at $1.88 per share, which was the closing price of NetClass’s Class A ordinary shares on September 1, 2026.

How much voting power does Dragonsoft have in NetClass (NTCL) after the share issuance?

After the issuance, Dragonsoft Holding Limited holds 100% of NetClass’s outstanding Class B ordinary shares, representing 91.34% of the total voting power of the company’s issued and outstanding share capital.

When did NetClass (NTCL) issue the 300,000 Class B shares to Dragonsoft?

NetClass issued the 300,000 Class B ordinary shares to Dragonsoft Holding Limited on September 3, 2026, following the securities purchase agreement entered on September 2, 2026.

Under what securities law exemptions was the NetClass (NTCL) share issuance conducted?

The issuance of Class B ordinary shares to Dragonsoft was conducted as a private offering relying on Section 4(a)(2) of the Securities Act of 1933 and Regulation S promulgated thereunder.

How is this NetClass (NTCL) Form 6-K linked to the company’s existing registration statements?

This Form 6-K is incorporated by reference into NetClass’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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:31 PM EDT Accepted by SEC EDGAR 09/04/2026 - 04:30 PM EDT 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 September 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 Sepetmebr 2, 2026, the Company entered into a securities purchase agreement (“the SPA”) with Dragonsoft Holding Limited, the controlling shareholder of the Company (the “Buyer”). Pursuant to the SPA, the Company agreed to issue and sell to the Buyer 300,000 Class B Ordinary Shares for a consideration of $1.88 per share, the closing price of the Company’s Class A ordinary shares as of September 1, 2026. On September 3, 2026, the Company issued 300,000 Class B Ordinary Shares to the Buyer. Following the issuance, the Buyer will hold 100% of the Company's outstanding Class B ordinary shares, representing 91.34% of the total voting power of the Company's issued and outstanding share capital.

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 September 2, 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: September 4, 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 10.1 135.3 KB