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 August 2025
Commission File Number: 001-42440
NETCLASS TECHNOLOGY INC
6F, Building A
1188 Wan Rong Road
Shanghai, People’s Republic of China 200436
+86 021-61806588
(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 ¨
As a company listed on The Nasdaq Stock Market
LLC (“Nasdaq”), NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), is subject to Nasdaq
corporate governance listing standards. Nasdaq Listing Rule 5615(a)(3)(A) provides (with certain exceptions not relevant to the conclusions
expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Listing
Rules 5600 Series, 5250(b)(3) and 5250(d). As a foreign private issuer, the Company elected to follow the practice of its home country,
the Cayman Islands, in lieu of the requirements under Nasdaq Listing Rule 5635, which sets forth (A) the circumstances under which shareholder
approval is required prior to an issuance of securities in connection with: (a) the acquisition of the stock or assets of another company,
(b) equity-based compensation of officers, directors, employees or consultants, (c) a change of control, and (d) transactions other than
public offerings; (B) general provisions relating to shareholder approval; and (C) the financial viability exception to the shareholder
approval requirement. As required under Nasdaq Listing Rule 5615(a)(3)(B), the Company will disclose in its annual reports filed with
the Commission each requirement that it does not follow and describe the home country practice followed by the Company in lieu of such
requirements.
Except for the foregoing, there is no significant
difference between the Company’s corporate governance practices and what Nasdaq requires of domestic U.S. companies.
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).
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.
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NETCLASS TECHNOLOGY INC |
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| Date: August 1, 2025 |
By: |
/s/ Jianbiao Dai |
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Name: |
Jianbiao Dai |
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Title: |
Chief Executive Officer |
