NetClass Technology (NASDAQ: NTCL) completes 1-for-50 reverse stock split to meet Nasdaq bid rules
Rhea-AI Filing Summary
NETCLASS TECHNOLOGY INC has completed a 1-for-50 reverse stock split of its Class A and Class B ordinary shares following shareholder approval at an extraordinary general meeting. The split took effect at the open of trading on July 6, 2026 on Nasdaq under the existing symbol NTCL.
Every 50 pre-split Class A or Class B ordinary shares with a par value of $0.00025 now represent one post-split share with a par value of $0.0125. The company states that the reverse split is intended to help maintain compliance with Nasdaq minimum bid price requirements under the referenced listing rules.
After the reverse split, total issued and outstanding Class A ordinary shares decreased from approximately 63.94 million to approximately 1.28 million, and Class B ordinary shares from approximately 2.0 million to approximately 0.4 million. Authorized share counts were reduced proportionally, and fractional entitlements are rounded up so that no fractional shares are issued.
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Key Figures
Key Terms
Reverse Stock Split financial
Nasdaq Listing Rule 5810(c)(3)(A)(iii) regulatory
Nasdaq Listing Rule 5550(a)(2) regulatory
extraordinary general meeting financial
memorandum and articles of association regulatory
FAQ
What reverse stock split did NETCLASS TECHNOLOGY INC (NTCL) implement?
Why did NETCLASS TECHNOLOGY INC conduct the 1-for-50 reverse stock split?
Did NETCLASS TECHNOLOGY INC change its memorandum and articles for the reverse split?
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 July 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 ¨
At the extraordinary general meeting (the “EGM”) of shareholders of NETCLASS TECHNOLOGY INC (the “Company”) held on February 13, 2026, at 11:00 a.m., Singapore Time (February 12, 2025, at 10:00 p.m. Eastern Time), the following matters, among others, were approved and authorized:
A. the implementation of one or more share consolidations of the Company’s issued and unissued Class A ordinary shares of a par value of US$0.00025 each and Class B ordinary shares of a par value of US$0.00025 each, at any one time or multiple times during a period of up to two (2) years of the date of the EGM, at the exact consolidation ratio and effective time as the board of directors (the “Board”) may determine from time to time in its absolute discretion, provided that the accumulative consolidation ratio for all such share consolidations (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 2000:1; (b) the authorization of the Board, at its absolute and sole discretion, to implement one or more Share Consolidations, and determine the exact consolidation ratio and effective date of each of such Share Consolidations during a period of two (2) years of the date of the EGM; (c) authorize the Board to settle as the Board considers expedient any difficulty which arises in relation to the Share Consolidations so that no fractional shares be issued in connection with the Share Consolidations and all fractional shares resulting from the Share Consolidations will be rounded up to the whole number of shares; and (d) if and when deemed advisable by the Board in its sole discretion, to authorize any director or officer of the Company, for and on behalf of the Company, to do all such other acts and things and execute all such documents necessary or desirable to implement the Share Consolidations.
B. entirely conditional upon the implementation of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the adoption of an amended and restated memorandum and articles of association in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to the implementation of such Share Consolidation, to solely reflect such Share Consolidation, so long as it is implemented within two (2) years after the conclusion of the EGM.
According to the unanimous written resolutions of the Board passed on June 19, 2026, the reverse stock split at the ratio of fifty (50)-for-one (1) (the “Reverse Stock Split”) and the rounding up of any fractional shares resulting from the Reverse Stock Split to the nearest whole ordinary share were approved.
Upon the opening of the market on July 6, 2026, the Company’s Class A ordinary shares began trading on the Nasdaq Stock Market (“Nasdaq”) on a post-Reverse Stock Split basis under the current symbol “NTCL”.
Every fifty (50) outstanding Class A ordinary shares or Class B ordinary shares were combined into and automatically became one post-Reverse Stock Split Class A ordinary share or Class B ordinary share, respectively. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Class A ordinary shares or Class B ordinary shares, as applicable, to any shareholder who would have been entitled to receive a fractional share as a result of the process. The new CUSIP number following the Reverse Stock Split is G6427C116.
The Reverse Stock Split will reduce the number of outstanding shares of the Company from approximately 63.94 million Class A ordinary Shares of a par value of US$0.00025 each and approximately 2 million Class B Ordinary Shares of a par value of US$0.00025 each to approximately 1.28 million Class A ordinary shares of a par value of US$0.0125 each and approximately 0.4 million Class B ordinary shares of a par value of US$0.0125 each, respectively. The par value of the Class A ordinary shares and Class B ordinary shares will be increased in proportion to the ratio of the Reverse Stock Split to US$0.0125 per share, and the number of authorized ordinary shares will be reduced in proportion to the ratio of the Reverse Stock Split to 760,000,000 Class A ordinary shares and 40,000,000 Class B ordinary shares.
The Reverse Stock Split is intended for the Company to maintain compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), which requires issuers listed on Nasdaq to maintain a closing bid price of greater than $0.10.
The Company amended and restated its memorandum and articles of association to reflect the adjustment of the number of authorized ordinary shares and the par value. Attached to this report on Form 6-K as Exhibit 1.1 is a copy of such fourth amended and restated memorandum and articles of association.
Attached to this report as Exhibit 99.1 is a copy of the press release dated July 1, 2026, titled “NETCLASS TECHNOLOGY INC Announces 1 for 50 Share Consolidation”.
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 | |
| 1.1 | Fourth Amended and Restated Memorandum and Articles of Association | |
| 99.1 | Press Release - NETCLASS TECHNOLOGY INC Announces 1 for 50 Share Consolidation, dated July 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: July 7, 2026 | By: | /s/ Jianbiao Dai |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
Exhibit 99.1
NETCLASS TECHNOLOGY INC Announces 1 for 50 Share Consolidation
SINGAPORE and HONG KONG, July 1, 2026 – NETCLASS TECHNOLOGY INC (Nasdaq: NTCL; the “Company” or “NetClass”), a B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced a share consolidation of the Company’s issued and outstanding Class A ordinary shares and Class B ordinary shares at a ratio of 1 for 50 shares (the “Reverse Split”), which will take effect at the open of The Nasdaq Stock Market (“Nasdaq”) on July 6, 2026.
On February 13, 2026, the Company held an extraordinary general meeting of the shareholders, and the shareholders approved to implement one or more share consolidations of the Company’s Class A ordinary shares and Class B ordinary shares, at a ratio of not more than 1-for-2000 (the “Range”), with the final ratio to be set within the Range to be determined by the board of directors of the Company (the “Board”) in its sole discretion at any time after approval by the shareholders during a period of two (2) years of the date of the shareholders meeting. On June 19, 2026, the Board approved implementation of the Reverse Split at a ratio of 1 for 50 shares.
The objective of the Reverse Split is to enable the Company to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires issuers listed on The Nasdaq Capital Market to evidence a minimum bid price of $1.00 per share.
Upon the open of trading on July 6, 2026, the Company’s Class A ordinary shares will begin trading on a Reverse Split-adjusted basis, under the same symbol “NTCL” but under a new CUSIP number, G6427C116.
As a result of the Reverse Split, each 50 Class A ordinary shares with a par value of $0.00025 will automatically combine and convert into one issued and outstanding Class A ordinary share with a par value of $0.0125, and each 50 Class B ordinary shares with a par value of $0.00025 will automatically combine and convert into one issued and outstanding Class B ordinary share with a par value of $0.0125. The Reverse Split will affect all shareholders uniformly and will not alter any shareholders’ percentage of ownership interest in the Company, except for minimal changes that may result from the treatment of fractional shares. No action is required by shareholders holding their shares through a brokerage account.
No fractional shares will be issued to any shareholders in connection with the Reverse Split, and each shareholder will be entitled to receive one full Class A ordinary share or Class B ordinary share, as applicable, in the Company in lieu of the fractional share that would have resulted from the Reverse Split.
At the time the share consolidation is effective, the Company’s total issued and outstanding Class A ordinary shares will change from approximately 63.9 million to approximately 1.28 million, and the Company’s total issued and outstanding Class B ordinary shares will change from approximately 2.0 million to approximately 40,000 shares. The Company’s authorized shares will be proportionally reduced.
About NETCLASS TECHNOLOGY INC
NETCLASS TECHNOLOGY INC is a B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com
Jackson Lin
LLYC
Email: jian.lin@llyc.global