[D] NETCLASS TECHNOLOGY INC SEC Filing

Rhea-AI Filing Summary

NetClass Technology Inc filed a Form D for a Regulation D, Rule 506(b) offering reporting a total offering size of $2,200,000, with $2,200,000 sold and $0 remaining. The issuer is a Cayman Islands corporation formed in 2022 with its principal place of business in Shanghai, China. The filing lists multiple executive officers and directors at the Shanghai address and identifies Univest Securities, LLC as the associated broker/dealer. The offering included debt and securities issuable upon exercise of options or warrants, had a declared minimum investment of $0, and indicates one investor to date. Sales commissions are reported at $210,000. The filing states the first sale date as 2025-08-04 and the notice was signed by CEO Jianbiao Dai on 2025-08-15.

Positive

• Offering fully subscribed: Total offering amount of $2,200,000 is reported as sold with $0 remaining
• Used Rule 506(b) exemption enabling a private placement without public solicitation
• Broker-dealer engaged: Univest Securities, LLC is named as associated broker/dealer

Negative

• High sales commissions: $210,000 represents a material fee relative to proceeds (about 9.6%)
• Investor concentration: Only one investor reported, indicating limited investor diversification
• Cross-jurisdictional structure: Cayman incorporation with principal operations in Shanghai may raise jurisdictional and disclosure considerations for investors

Insights

Securities Analyst

TL;DR The company completed a $2.2M Rule 506(b) raise, fully sold, with meaningful commission expense and concentrated investor base.

The Form D shows a completed private placement under Rule 506(b) raising $2.2 million, fully subscribed. Reported sales commissions of $210,000 equal roughly 9.6% of proceeds, which is materially high relative to common placement fees and reduces net proceeds for corporate use. Only one investor is disclosed, indicating concentration risk and limited market distribution. The securities offered include debt and securities issuable on exercise, which may affect capitalization and leverage depending on future conversions or exercises. The filing identifies Univest Securities, LLC as the broker-dealer, providing a clear selling agent for the transaction.

Corporate Governance Expert

TL;DR Governance is centralized with named executives and directors at the same Shanghai address; cross-jurisdictional structure is notable.

NetClass is organized in the Cayman Islands but operates from Shanghai and lists several executive officers and directors at the same principal address, suggesting centralized management. The filing discloses no payments to named officers or directors from offering proceeds. The issuer size checkbox indicates greater than $100 million, but uses a private exempt offering structure likely for growth capital. Cross-border structure and Cayman incorporation may have implications for investor protections and regulatory processes in the event of disputes.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001927578

None

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

NetClass Technology Inc

Jurisdiction of Incorporation/Organization

CAYMAN ISLANDS

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2022
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
NetClass Technology Inc
Street Address 1		Street Address 2
6F, BUILDING A		1188 WAN RONG ROAD
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
SHANGHAI	CHINA	200436	+86 021-61806588

3. Related Persons

Last Name	First Name	Middle Name
Dai	Jianbiao
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chen	Yuxin
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Chen	Lina
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Zhou	Xianghong
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fu	Xiao
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Colon	Angel
Street Address 1	Street Address 2
6F, Building A	1188 Wan Rong Road
City	State/Province/Country	ZIP/PostalCode
Shanghai	CHINA	200436

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-08-04				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Univest Securities, LLC	000036105
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
75 ROCKEFELLER PLAZA, Suite 1838
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
UTAH

13. Offering and Sales Amounts

Total Offering Amount	$2,200,000	USD	or Indefinite
Total Amount Sold	$2,200,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$210,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
NetClass Technology Inc	/s/ Jianbiao Dai	Jianbiao Dai	Chief Executive Officer and Chairman of the Board	2025-08-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

How much capital did NetClass Technology Inc (NTCL) raise in this Form D filing?

The Form D reports a total offering amount of $2,200,000, with $2,200,000 sold and $0 remaining.

Under which Securities Act exemption was the NTCL offering conducted?

The offering was claimed under Regulation D, Rule 506(b).

How many investors participated in the offering disclosed in the Form D?

The filing reports one investor to date.

What sales commissions were paid in connection with the offering?

Sales commissions are reported at $210,000; finders' fees are reported as $0.

Who was the broker-dealer for the offering?

The associated broker-dealer named is Univest Securities, LLC.

When was the first sale reported for this offering?

The Form D indicates a date of first sale of 2025-08-04.

Where is NetClass Technology Inc organized and where is its principal place of business?

The issuer is organized in the Cayman Islands and lists its principal place of business in Shanghai, China.