NETCLASS Technology (NTCL) sells $6M in stock and agrees note standstill

Rhea-AI Filing Summary

NETCLASS TECHNOLOGY INC entered a standstill agreement and completed a new equity financing. The company paid an accredited investor an aggregate of $268,518.81, and in return the investor agreed not to convert a prior $2,200,000 convertible note or sell 1,069,500 Class A ordinary shares. NETCLASS also sold 27,027,015 Class A ordinary shares at $0.222 per share to certain investors for gross proceeds of $6 million in a private placement. A portion of the net proceeds, $246,142.24, was used to fund obligations under the standstill, with the balance earmarked for working capital and general corporate purposes.

Insights

Capital markets analyst

NETCLASS raises $6M equity and pauses conversions on prior note.

NETCLASS TECHNOLOGY INC closed a private placement of 27,027,015 Class A ordinary shares at $0.222 per share, generating gross proceeds of $6 million. This adds fresh equity capital, which the company plans to use for working capital and general corporate purposes.

Part of the funds, $246,142.24, went toward a standstill agreement related to an earlier $2,200,000 convertible note and 1,069,500 shares. The holder agreed not to convert the note or sell those shares, which limits near-term potential share overhang from that instrument.

Revere Securities, LLC acted as exclusive placement agent, earning a 4% cash commission and 1% non-accountable expense fee on gross proceeds, plus a $50,000 advisory fee and up to $100,000 in expense reimbursement. The agent also received short-term rights of first refusal and tail rights for future financings.

Key Figures

Convertible note principal: $2,200,000 Shares previously issued: 1,069,500 shares Standstill payments: $268,518.81 +5 more

8 metrics

Convertible note principal $2,200,000 Principal amount of earlier convertible promissory note to holder

Shares previously issued 1,069,500 shares Class A ordinary shares issued to holder in prior transaction

Standstill payments $268,518.81 Aggregate payments made under standstill agreement

New shares sold 27,027,015 shares Class A ordinary shares sold in March 25, 2026 offering

Offering price $0.222 per share Purchase price for Class A ordinary shares in offering

Gross proceeds $6 million Total gross proceeds from March 25, 2026 share offering

Net proceeds used for standstill $246,142.24 Portion of net proceeds applied to standstill agreement payments

Placement advisory fee $50,000 Fixed advisory fee payable to Revere Securities, LLC

Key Terms

standstill agreement, convertible promissory note, securities purchase agreement, Placement Agency Agreement, +2 more

6 terms

standstill agreement financial

"the Company entered in to a standstill agreement (the “Standstill Agreement”)"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

convertible promissory note financial

"the Company issued a convertible promissory note (the “Note”)"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

securities purchase agreement financial

"entered into a secrutieis purchase agreement (the “Secrutieis Purchase Agreement”)"

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.

Placement Agency Agreement financial

"subject to the terms and conditions of the placement agency agreement"

right of first refusal financial

"granted the Placement Agent a right of first refusal for a period"

A right of first refusal gives an existing shareholder or party the chance to buy an asset or shares before the owner can sell them to someone else. Think of it like being offered the first option to buy a house when the owner decides to sell; it matters to investors because it can limit who can acquire a stake, slow or block transactions, and affect the price and liquidity of an investment by restricting open-market sales or new buyers.

tail financing rights financial

"The Company also granted the Placement Agent certain tail financing rights"

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

Commission File Number:001-42440

NETCLASS TECHNOLOGY INC

Unit 11-03, ABI Plaza

11 Keppel Road

Singapore 089057

(Address of principal executive offices)

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 ¨

Entry into a Standstill Agreement

As previously reported on the reports on Form 6-K of NETCLASS TECHNOLOGY INC (the “Company”) filed with the United States Securities and Exchange Commission (the “SEC”) on August 1, 2025 and August 5, 2025, the Company issued a convertible promissory note (the “Note”) to an accredited investor (the “Holder”) in the principal amount of $2,200,000, at a purchase price of $2,000,000, convertible into Class A ordinary shares, par value $0.00025 per share (the “Class A Ordinary Shares”), of the Company; and (b) 1,069,500 Class A Ordinary Shares, at a purchase price of $0.00025 per share (the “Offering”) pursuant to a securities purchase agreement with the Holder.

On March 18, 2026, the Company entered in to a standstill agreement (the “Standstill Agreement”) with the Holder, pursuant to which the Company made payments in an aggregate amount of $268,518.81, and the Holder agreed that it would not will not (i) seek to make any conversions of the Note or (ii) sell, transfer or otherwise dispose any of the 1,069,500 Class A Ordinary Shares.

Entry into a Securities Purchase Agreement and a Placement Agency Agreement

On March 25, 2026, the Company entered into a secrutieis purchase agreement (the “Secrutieis Purchase Agreement”) with certain investors (the “Investors”), pursuant to which the Company offered and sold 27,027,015 Class A Ordinary Shares (the “Shares”) at a purchase price of $0.222 per share for gross proceeds of $6 million (the “Offering”).

The Company has agreed to file with the SEC a registration statement on Form F-1 or F-3 registering for the resale by the Investors of the Shares within 30 calendar days from the closing of the Offering. The Company shall use its commercially reasonable efforts to cause the such registration statement to become effective under the Securities Act of 1933, as amended (the “Securities Act”) as promptly as possible after the filing thereof, within 60 calendar days following the date of filing with the SEC (or 150 calendar days following the date of filing with the SEC in the event of a “full review” by the SEC).

Revere Securities, LLC (the “Placement Agent”) has agreed to act as the exclusive placement agent in connection with this Offering subject to the terms and conditions of the placement agency agreement, dated March 25, 2026, between the Company and the Placement Agent (the “Placement Agency Agreement”). Under the terms of the Placement Agency Agreement, the Company will pay the Placement Agent a cash commission equal to 4% of the gross proceeds raised in this Offering, non-accountable expenses equal to 1% of the gross proceeds raised in this Offering, an advisory fee in the amount of $50,000, and will reimburse the accountable expensed incurred by the Placement Agent of up to $100,000.

The Company has granted the Placement Agent a right of first refusal for a period until three (3) months following the closing of the Offering, to act as sole investment banker, sole book-runner, sole manager, exclusive financial adviser, sole underwriter, and/or sole placement agent, at the Placement Agent’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”), during such three (3) month period, of the Company, or any successor to or any current or future subsidiary of the Company, on terms and conditions customary to the Placement Agent for such Subject Transactions.

The Company also granted the Placement Agent certain tail financing rights for a period of three (3) months following the closing of the Offering, subject to the terms of the Placement Agency Agreement.

2

The Company used $246,142.24 of the net proceeds from the Offering for payment pursuant to the Standstill Agreement and plans to use the remaining net proceeds for general working capital and other general corporate purposes.

As of the date of this Report, the Offering has been closed. The Offering was made in a private placement exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

The foregoing summary of the Secrutieis Purchase Agreement and the Placement Agency Agreement does not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Secrutieis Purchase Agreement and the Placement Agency Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 to this report on Form 6-K and are incorporated herein by reference.

This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

General

This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3, as amended, initial filed with the Securities and Exchange Commission on December 29, 2025 and became effective on February 12, 2026 (Registration No. 333-292458).

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
10.2		Placement Agency Agreement, dated March 25, 2026

3

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: April 3, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer

4

FAQ

What financing did NETCLASS TECHNOLOGY INC (NTCL) complete in this 6-K?

NETCLASS TECHNOLOGY INC completed a private placement of 27,027,015 Class A ordinary shares at $0.222 per share, raising $6 million in gross proceeds. The transaction was conducted as a private offering exempt from Securities Act registration under Section 4(a)(2), Regulation D, and/or Regulation S.

How will NETCLASS TECHNOLOGY INC use the $6 million raised in the offering?

NETCLASS TECHNOLOGY INC used $246,142.24 of the net proceeds to make payments under a standstill agreement. The remaining net proceeds are planned for general working capital and other general corporate purposes, supporting ongoing operations and liquidity needs rather than a specific acquisition or project.

What are the key terms of NETCLASS TECHNOLOGY INC’s standstill agreement?

Under the standstill agreement, NETCLASS TECHNOLOGY INC made payments totaling $268,518.81, and the holder agreed not to convert a prior $2,200,000 convertible note or sell, transfer, or dispose of 1,069,500 Class A ordinary shares. This reduces immediate conversion and sale pressure on the company’s stock.

What fees and rights did Revere Securities receive from NETCLASS TECHNOLOGY INC?

Revere Securities, LLC, as exclusive placement agent, receives a 4% cash commission and 1% non-accountable expense fee on gross proceeds, a $50,000 advisory fee, and reimbursement of up to $100,000 in expenses. It also obtained short-term rights of first refusal and tail financing rights for future offerings.

Will NETCLASS TECHNOLOGY INC register the new shares sold in this offering?

NETCLASS TECHNOLOGY INC agreed to file a registration statement on Form F-1 or F-3 to register the resale of the 27,027,015 Class A ordinary shares. The filing must occur within 30 days of closing, with efforts to have it declared effective as promptly as possible under the Securities Act.

How does this 6-K relate to NETCLASS TECHNOLOGY INC’s existing Form F-3 shelf?

The report states it is incorporated by reference into NETCLASS TECHNOLOGY INC’s effective Form F-3 registration statement (Registration No. 333-292458). This means the information about the standstill, private placement, and related agreements becomes part of the disclosure record under that shelf registration.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 207.7 KB
• EX-10.2 EXHIBIT 10.2 97.9 KB