NTCL Schedule 13D/A: 145,000 Shares Transferred Off-Market

Rhea-AI Filing Summary

NetClass Technology Inc. Schedule 13D/A shows that reporting person Jianbiao Dai is deemed to beneficially own 5,494,500 Class A ordinary shares, representing 29.72% of outstanding Class A shares based on the issuer's reported share count. The filing states these shares are held through Dragonsoft Holding Limited, of which Mr. Dai is the sole shareholder and director. The filing discloses an off-market, privately arranged gift transfer of 145,000 Class A shares from Dragonsoft to an individual; the transfer was completed outside any exchange or brokerage platform. The statement clarifies ownership and transaction mechanics without providing financial performance or forward guidance.

Positive

• Clear beneficial ownership disclosure establishing that 5,494,500 Class A shares (29.72%) are attributable to the reporting person
• Transparency on transfer mechanics: the filing specifies the 145,000-share transfer was an off-market gift and privately arranged

Negative

• Reduction in Class A holdings by 145,000 shares due to a gift transfer (transaction size disclosed)
• No additional detail on recipient or motive for the gift, limiting context about potential related-party or strategic implications

Insights

Securities Analyst

TL;DR: Reporting person retains a near-30% stake; a small off-market gift transfer occurred, but control remains concentrated through an affiliated holding company.

The filing confirms concentrated ownership: 5,494,500 Class A shares (29.72%) are attributed to Jianbiao Dai via Dragonsoft Holding Limited, which also holds Class B shares not included in the Class A percentage calculation. The disclosed 145,000-share transfer was effected as a gift off-market and is limited in size relative to the stated holding. For investors, the filing clarifies beneficial ownership structure and the mechanism of the transfer; it does not disclose any change in voting arrangements, sale intent, or financing details.

Corporate Governance Expert

TL;DR: Ownership and control remain centralized; the amendment documents a private gift but does not indicate governance changes or new agreements.

The amendment attributes beneficial ownership of both Class A and Class B shares to Mr. Dai through an intermediary entity, which is important for assessing control and related-party relationships. The reported off-market gift of 145,000 Class A shares was a private transfer and the filing explicitly states no exchange or broker was involved. The disclosure improves transparency about share movements but contains no indications of shifts in board composition, control arrangements, or material contractual terms affecting governance.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

NetClass Technology Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

G6427C108

(CUSIP Number)

Jianbiao Dai
Unit 11-03, ABI Plaza, 11 Keppel Road
Singapore, U0, 089057
86-021-61806588

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6427C108

1

Name of reporting person

Jianbiao Dai

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 5,494,500.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 5,494,500.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

5,494,500.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.72 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

[1] Dragonsoft Holding Limited, a British Virgin Islands business company, holds 5,494,500 class A ordinary shares and 2,000,000 class B ordinary shares of the Company. Jianbiao Dai is the sole shareholder and sole director of Dragonsoft Holding Limited and is deemed the beneficial owner of the 5,494,500 class A ordinary shares and 2,000,000 class B ordinary held by Dragonsoft Holding Limited. [2] The calculation above is based on 18,487,030 class A ordinary shares issued and outstanding as of the date hereof.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares
(b)	Name of Issuer: NetClass Technology Inc.
(c)	Address of Issuer's Principal Executive Offices: Unit 11-03, ABI Plaza, 11 Keppel Road, Singapore, SINGAPORE , 089057.
Item 4.	Purpose of Transaction
	The transfer was a gift from Dragonsoft Holding Limited to an individual.
Item 5.	Interest in Securities of the Issuer
(a)	5,494,500; 29.72%
(b)	5,494,500; 29.72%
(c)	On August 29, 2025, Dragonsoft Holding Limited transferred 145,000 Class A ordinary shares as gifts to an individual. The transfers were completed on September 3, 2025. The transactions were effected off-market through privately arranged transfers, and no brokerage or exchange platform were involved. Jianbiao Dai is the sole shareholder and sole director of Dragonsoft Holding Limited and is deemed the beneficial owner of the 5,494,500 class A ordinary shares and 2,000,000 class B ordinary held by Dragonsoft Holding Limited.
(d)	not applicable
(e)	not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jianbiao Dai

Signature:	/s/ Jianbiao Dai
Name/Title:	Jianbiao Dai
Date:	09/04/2025

FAQ

How many Class A shares does Jianbiao Dai beneficially own in NetClass (NTCL)?

The filing states 5,494,500 Class A ordinary shares, representing 29.72% of outstanding Class A shares.

What transaction is disclosed in the Schedule 13D/A for NTCL?

Dragonsoft Holding Limited transferred 145,000 Class A shares as gifts to an individual; the transfers were completed through privately arranged off-market transactions.

Through what entity are the shares held and why is Mr. Dai deemed the owner?

The shares are held by Dragonsoft Holding Limited; Jianbiao Dai is the sole shareholder and sole director of that entity and therefore is deemed the beneficial owner.

Was the transfer effected on an exchange or through a broker?

No; the filing specifies the transactions were off-market and privately arranged without brokerage or exchange involvement.

Does the filing disclose any change in control or voting arrangements?

The filing does not disclose any changes to control or voting arrangements; it only reports beneficial ownership and the gift transfer.