Netclass Technology (NTCL) shifts Angel Colon director pay to cash structure

Rhea-AI Filing Summary

NETCLASS TECHNOLOGY INC updated its compensation arrangements with independent director Angel Colon through a new director offer letter effective January 1, 2026. Under the new terms, he will receive $45,000 in cash per calendar year, paid monthly on a pro-rated basis, plus an additional $9,000 per year paid quarterly.

For his prior service from August 1, 2025 to December 31, 2025, the company will pay him $3,749.40 in cash instead of issuing 2,083 Class A ordinary shares, using a value of $1.80 per share. The agreement also confirms reimbursement of reasonable expenses, continued D&O insurance coverage if available, and indemnification protections, while replacing the 2022 director offer letter in full.

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 January 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 ¨

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On January 22, 2026, NETCLASS TECHNOLOGY INC (the “Company”) entered into an updated director offer letter (the “2026 Director Offer Letter”) with Angel Colon, an independent director of the Company (the “Director”).

Pursuant to the 2026 Director Offer Letter, effective as of January 1, 2026, the Director will be entitled to receive (i) cash compensation of $45,000 per calendar year of service, payable on a pro-rated basis and on a monthly basis, and (ii) cash compensation of $9,000 per calendar year of service, payable on a pro-rated basis and on a quarterly basis.

In addition, in lieu of the 2,083 Class A ordinary shares accrued for the Director’s service the period from August 1, 2025 to December 31, 2025 pursuant to the Company’s prior agreement with the Director, the Company agreed to pay the Director $3,749.40 in cash, representing the product of (x) such accrued shares and (y) $1.80 per share.

The foregoing description of the 2026 Director Offer Letter does not purport to be complete and is qualified in its entirety by reference to the form of the 2026 Director Offer Letter, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.

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).

2

EXHIBIT INDEX

Exhibit No.		Description
10.1		Director Offer Letter, dated January 22, 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: January 30, 2026	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer
		(Principal Executive Officer)

4

Exhibit 10.1

 

January 22, 2026

Re: Director Offer Letter – Angel Colon

Dear Angel Colon:

WHEREAS, NETCLASS TECHNOLOGY INC, a Cayman Islands limited liability company (the “Company” or “we”), and you entered into a Director Offer Letter on October 26, 2022 (the “2022 Agreement”), pursuant to which you agreed to serve as a Director of the Company and the Company agreed, among other things, to issue 5,000 Class A ordinary shares of the Company, of par value $0.00025 (the “Class A Ordinary Shares”) for each calendar year of service on a pro-rated basis, payable on a quarterly basis.

WHEREAS, as of December 31, 2025, the Company has issued 3,177 Class A Ordinary Shares to you for the period from December 12, 2024 (the effective date of the registration statement on Form F-1 regarding the Company’s initial public offering) until July 31, 2025.

WHEREAS, pursuant to the 2022 Agreement, you are entitled to receive 2,083 additional Class A Ordinary Shares (the “Accrued Shares”) for the period from August 1, 2025 to December 31, 2025.

WHEREAS, the parties desire to enter into this agreement (the “Agreement”) to amend and replace the 2022 Agreement in its entirety.

NOW, THEREFORE, IN CONSIDERATION of the terms contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and you agree as follows:

1.           Term. Notwithstanding the date of execution of this Agreement, the parties agree that this Agreement shall be deemed effective as of January 1, 2026, and the rights and obligations of the parties shall be deemed to have commenced as of such date. Your term as a Director shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for re-appointment every year at the annual meeting of shareholders of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.

2.           Services.  You shall render customary services as a Director, member of the Audit Committee, Nomination Committee and Compensation Committee (hereinafter, your “Duties”). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail or other forms of correspondence.

3.           Services for Others.  You shall be free to represent or perform services for other persons during the term of this Agreement.

4.           Compensation.  

4.1 Accrued Compensation for the calendar year 2025. The Company agrees that, in lieu of issuing the Accrued Shares, the Company will pay $3,749.40, which is the product of (x) 2,083 Accrued Shares and (y) $1.80 per share, by wire transfer of immediately available funds to the bank account provided by you (the “2025 Accrued Compensation”). You acknowledge and agree that the 2025 Accrued Compensation represents the total compensation due or possibly due to you by the Company as of December 31, 2025 and there are no other amounts due to you by the Company as of December 31, 2025.

4.2 Compensation effective from January 1, 2026. As compensation for your services to the Company effective from January 1, 2026, you will receive a compensation of (i) $45,000 in cash for each calendar year of service under this Agreement on a pro-rated basis, payable on a monthly basis; and (ii) $9,000 in cash for each calendar year of service under this Agreement on a pro-rated basis, payable on a quarterly basis.

4.3 Reimbursement of expenses. You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings).

5.           D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, if available.

6.           No Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

7.           Confidential Information; Non-Disclosure.  In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a.           Definition.  For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b.           Exclusions.  Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally available or is readily available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be disclosed.

c.           Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  You shall promptly return any such documents or items, along with any reproductions or copies to the Company upon the Company's demand, upon termination of this Agreement, or upon your termination or Resignation (as defined in Section 9 herein).

d.           Confidentiality.  You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax purposes and who agree to be bound by the provisions of this paragraph (d).

e.           Ownership.  You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

8.            Non-Solicitation.   During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact due to your appointment.

9.            Termination and Resignation.  Your services as a Director may be terminated for any or no reason by the determination of the Board. You may also terminate your services as a Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation.

10.        Governing Law; Arbitration.    All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

11.        Entire Agreement; Amendment; Waiver; Counterparts.  This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

12.        Indemnification.  The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct.  The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law.  Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

13.        Acknowledgement.   You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

[signature page to follow]

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

Sincerely,
NETCLASS TECHNOLOGY INC
By:	/s/ Jianbiao Dai
	Jianbiao Dai
	Chief Executive Officer and Chairman

AGREED AND ACCEPTED:

/s/ Angel Colon

Angel Colon

FAQ

What director compensation changes did NTCL approve for Angel Colon?

NETCLASS TECHNOLOGY INC set Angel Colon’s compensation at $45,000 per calendar year, paid monthly, plus $9,000 per year, paid quarterly, effective January 1, 2026. This replaces a prior share-based arrangement with a primarily cash-based structure under the new director offer letter.

How is NTCL compensating Angel Colon for service in late 2025?

For August 1, 2025 to December 31, 2025, NETCLASS TECHNOLOGY INC will pay Angel Colon $3,749.40 in cash instead of issuing 2,083 Class A ordinary shares. This amount is based on a value of $1.80 per share under the revised agreement.

Does the new NTCL director agreement affect the 2022 offer letter?

Yes. The new agreement between NETCLASS TECHNOLOGY INC and Angel Colon amends and replaces the 2022 director offer letter in its entirety. It updates compensation terms, confirms service expectations, and restates confidentiality, intellectual property, and termination provisions for his independent director role.

What protections does NTCL provide Angel Colon as a director?

NETCLASS TECHNOLOGY INC agrees to include Angel Colon under its directors and officers insurance policy, if available, and to indemnify him to the maximum extent permitted by law. The company will advance defense expenses for covered proceedings, subject to repayment if indemnification is ultimately found unavailable.

How long will Angel Colon serve as a director at NTCL under this agreement?

Angel Colon’s term as a director at NETCLASS TECHNOLOGY INC continues from an effective date of January 1, 2026, subject to annual re-appointment at the company’s shareholder meetings. His service can be ended by board determination or his written resignation, under the agreement’s termination provisions.

Does NTCL reimburse expenses for Angel Colon’s board service?

NETCLASS TECHNOLOGY INC will reimburse Angel Colon for reasonable expenses incurred while performing his duties, including travel for in-person meetings. These reimbursements are separate from his annual cash compensation and are tied directly to costs related to his board and committee responsibilities.