NetClass Technology Inc Schedule 13G: Streeterville Capital LLC reports beneficial ownership of 1,846,854 Class A Ordinary Shares, representing 9.99% of the class. The filing states this percentage is subject to an ownership cap described as 9.99% under a convertible promissory note.
The filing notes 18,487,030 shares outstanding as of September 30, 2025. Streeterville Capital LLC holds sole voting and dispositive power over the 1,846,854 shares; Streeterville Management LLC and John M. Fife are disclosed as manager and ultimate controlling person, respectively.
Positive
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Insights
Schedules ownership, clarifies 9.99% contractual cap and control structure.
The filing lists 1,846,854 Class A Ordinary Shares beneficially owned, equal to 9.99% of the class based on September 30, 2025 outstanding shares of 18,487,030. It attributes direct ownership to Streeterville Capital LLC and indirect holdings to Streeterville Management LLC and John M. Fife.
The report preserves the verbatim qualifier "Streeterville's current ownership cap is 9.99%" tied to a convertible promissory note. Subsequent filings would be the source for any changes in percentage or voting disposition.
Manager and individual are disclosed as control links; voting and dispositive power is sole.
The excerpt shows sole voting and dispositive power of 1,846,854 shares held by the reporting entities. It states John M. Fife is sole member of Streeterville Management, LLC, the manager of Streeterville, linking individual control to the managing entities.
Because ownership is capped at "9.99%" by agreement, any additional conversion or share acquisition would be limited by that contractual cap, per the filing language.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NetClass Technology Inc
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G6427C108
(CUSIP Number)
02/24/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G6427C108
1
Names of Reporting Persons
Streeterville Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,846,854.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,846,854.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,846,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Capital, LLC ("Streeterville") has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 1,846,854 shares, which is 9.99% of the 18,487,030 shares outstanding on September 30, 2025 (as reported in the Issuer's 20-F filed on February 2, 2026).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G6427C108
1
Names of Reporting Persons
Streeterville Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,846,854.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,846,854.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,846,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Management, LLC is the manager of Streeterville. Streeterville has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 1,846,854 shares, which is 9.99% of the 18,487,030 shares outstanding on September 30, 2025 (as reported in the Issuer's 20-F filed on February 2, 2026).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G6427C108
1
Names of Reporting Persons
John M Fife
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,846,854.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,846,854.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,846,854.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Reporting Person John Fife is the sole member of Streeterville Management, LLC, which is the manager of Streeterville. Streeterville has rights, under a convertible promissory note, to own an aggregate number of shares of the Issuer's Ordinary Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Ordinary Shares beneficially owned by Streetertville as of the date of this filing was 1,846,854 shares, which is 9.99% of the 18,487,030 shares outstanding on September 30, 2025 (as reported in the Issuer's 20-F filed on February 2, 2026).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
NetClass Technology Inc
(b)
Address of issuer's principal executive offices:
UNIT 11-03, ABI PLAZA, 11 KEPPEL ROAD, SINGAPORE, SINGAPORE, 089057
Item 2.
(a)
Name of person filing:
This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of Ordinary Shares of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.
(b)
Address or principal business office or, if none, residence:
300 East Randolph Street, Suite 40.150
Chicago, IL 60601
(c)
Citizenship:
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares
(e)
CUSIP No.:
G6427C108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,846,854
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,846,854
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
1,846,854
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
How many NetClass (NTCL) shares does Streeterville Capital LLC report owning?
Streeterville Capital LLC reports beneficial ownership of 1,846,854 Class A Ordinary Shares. The filing states this equals 9.99% of the class, using the issuer's 18,487,030 shares outstanding as of September 30, 2025.
Why does the Schedule 13G show exactly 9.99% ownership for NTCL?
The filing explains an ownership cap: "Streeterville's current ownership cap is 9.99%" under a convertible promissory note. That contractual cap limits Streeterville's beneficial ownership to 9.99% as stated in the report.
Who has voting and dispositive power over the reported NTCL shares?
The filing states sole voting power and sole dispositive power over 1,846,854 shares are held by Streeterville Capital LLC. Streeterville Management LLC is the manager and John M. Fife is disclosed as the sole member of the manager.
Are the shares held directly or indirectly for NTCL ownership disclosures?
The report attributes direct beneficial ownership to Streeterville Capital LLC and indirect beneficial ownership to Streeterville Management LLC and John M. Fife. The filing clarifies the reporting structure and managerial relationship.
What outstanding share count does the NTCL filing reference?
The filing references 18,487,030 shares outstanding as of September 30, 2025, citing the issuer's 20-F filed on February 2, 2026 as the source for that outstanding share count.
