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 October 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 ¨
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
In connection with the extraordinary general meeting
of shareholders of NETCLASS TECHNOLOGY INC (the “Company”), attached hereto and incorporated by reference herein is the
Notice of Meeting and Proxy Statement Overview.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Notice of Meeting and Proxy Statement Overview |
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:October 26, 2026 |
By: |
/s/ Jianbiao Dai |
| |
Name: |
Jianbiao Dai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
NETCLASS TECHNOLOGY
INC
Important
Notice Regarding the Availability of Proxy Materials
for
the Extraordinary General Meeting of Shareholders to be held on
November 10,
2026 at 10 a.m. Singapore Time (November 9, 2026 at 9 p.m. Eastern Time)
This communication
presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access
and review all of the important information contained in the proxy materials before voting.
ACCESSING
YOUR PROXY MATERIALS ONLINE
The following Proxy Materials are available
to you to review at: https://ir.netclasstech.com/secfilings
| - | Notice/Proxy
Statement for the Extraordinary General Meeting of Shareholders (including all attachments
thereto); and |
| - | The Proxy Card,
and any amendments to the foregoing materials that are required to be furnished to shareholders. |
PROXY
STATEMENT OVERVIEW
The Extraordinary
General Meeting of Shareholders of NetClass Technology Inc will be held on November 10, 2026 at 10 a.m. Singapore Time
(November 9, 2026 at 9 p.m. Eastern Time), at Unit 11-03, ABI Plaza, 11 Keppel Road, Singapore.
The proposals to
be voted at the meeting are listed below along with the Board of Directors' recommendations.
| 1. | As an ordinary
resolution, to approve a share consolidation of all of the Company’s issued and unissued
Class A ordinary shares of a par value of US$0.0125 each (the “Class A Ordinary
Shares”) and Class B Ordinary Shares, par value US$0.0125 each (the “Class B
Ordinary Shares”), at a ratio of ten (10)-for-one (1), such that every ten (10) Class A
Ordinary Shares of a par value of US$0.0125 each be consolidated into one Class A ordinary
share of a par value of US$0.125 each, and every ten (10) Class B Ordinary Shares
of a par value of US$0.0125 each be consolidated into one class B ordinary share of a par
value of US$0.125 each (the “Share Consolidation”), and the rounding up of any
fractional shares resulting from the Share Consolidation to the nearest whole ordinary share,
which shall take effect on November 20, 2026, and upon the Share Consolidation becoming
effective, the authorized share capital of the Company shall be changed: FROM: US$10,000,000
divided into 800,000,000 ordinary shares of a par value of US$0.0125 each, comprising (a) 760,000,000
Class A Ordinary Shares of a par value of US$0.0125 each and (b) 40,000,000 Class B
Ordinary Shares of a par value of US$0.0125 each. TO: US$10,000,000 divided into 80,000,000
ordinary shares of a par value of US$0.125 each, comprising (a) 76,000,000 Class A
Ordinary Shares of a par value of US$0.125 each and (b) 4,000,000 Class B Ordinary
Shares of a par value of US$0.125 each. The Company's board of directors (the “Board”)
is authorized to do all other such acts and things as the Board of directors considers necessary
or desirable for the purposes of the transactions contemplated by the share consolidation,
including instructing the registered office provider or transfer agent of the Company to
complete the necessary corporate record(s) and filing(s) to reflect the share consolidation; |
| 2. | By a special
resolution, subject to and conditional upon approval by the shareholders of Proposal One,
to adopt the fifth amended and restated memorandum and articles of association of the Company
in the form attached as Appendix A to the proxy statement accompanying this notice in substitution
for and to the exclusion of the existing fourth amended and restated memorandum and articles
of association of the Company, to reflect the Share Consolidation (the “Adoption of
the Fifth Amended and Restated M&AA”); and |
| 3. | By an ordinary
resolution, to adjourn the EGM to a later date or dates, if necessary, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise
in connection with, the approval of Proposal One and Proposal Two (the “Adjournment”). |
The Board of Directors unanimously recommends
a vote “FOR” Proposals 1,2, and 3.
PLEASE
NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE.
To
vote your shares, please follow the instructions provided with this Notice.
