NTCL NetClass Technology Inc

 

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 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 ¨

 

 

On December 12, 2024, NetClass Technology Inc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Newbridge Securities Corporation, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,800,000 Class A ordinary shares of the Company, par value $0.00025 per share , at a public offering price of $5.00 per share. The Company has also granted the Underwriters a 45-day option (the “Over-Allotment Option”) to purchase up to an additional 270,000 Class A ordinary shares at $5.00 per share.

 

On December 31, 2024, the Representative exercised the Over-Allotment Option in full to purchase the additional 270,000 Class A ordinary shares. The closing for the sale of the Over-Allotment Option took place on January 3, 2025. As a result, the gross proceeds of the Company’s initial public offering, including the proceeds from the exercise of the Over-Allotment Option, totaled US10,350,000, before deducting underwriting discounts and other related expenses.

 

The Company issued a press release on January 3, 2025, announcing the exercise and closing of the Over-Allotment Option. A copy of the press release is attached as Exhibit 99.1. This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

 

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 3, 2025	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release dated January 3, 2025, announcing the exercise of the over-allotment option.

 

 

 

Exhibit 99.1

 

 

 

NETCLASS TECHNOLOGY INC Announces Full Exercise of Over-Allotment Option

 

SHANGHAI and HONG KONG, Jan.03, 2025 – NETCLASS TECHNOLOGY INC (the “Company” or “NETCLASS”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, and Singapore, today announced that the underwriters of its previously announced initial public offering (the “Offering”) have exercised their over-allotment option (the “Over-Allotment Option”) in full to purchase an additional 270,000 Class A ordinary shares at the public offering price of $5.00 per share, resulting in additional gross proceeds of $1.35 million. After giving effect to the full exercise of the Over-Allotment Option, the total number of ordinary shares sold by the Company in the Offering increased to 2,070,000 Class A ordinary shares and the gross proceeds increased to $10.35 million, before deducting underwriting discounts and other related expenses. The Over-Allotment Option closing date was January 03, 2025. Shares of the Company’s stock began trading on the Nasdaq Capital Market under the symbol “NTCL” on December 13, 2024.

 

The Offering was conducted on a firm commitment basis. Newbridge Securities Corporation and Revere Securities, LLC (the “Underwriters”) acted as Underwriters to the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to Newbridge Securities Corporation, who acted as the representative of the Underwriters in connection with the Offering.

 

A registration statement on Form F-1 (File No. 333-278224) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December 12, 2024. A final prospectus relating to the offering was filed with the SEC is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from Newbridge Securities Corporation, Attention: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com or by telephone at (877) 447-9625.

 

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About NETCLASS TECHNOLOGY INC

 

NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, and Singapore, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com

 

 

 

 

Forward-Looking Statements

 

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

 

For investor and media inquiries, please contact:

 

NETCLASS TECHNOLOGY INC

Investor Relations

Email: ir@netclasstech.com

 

Jackson Lin

Lambert by LLYC

Phone: +1 (646) 717-4593

Email: jian.lin@llyc.global

 

 

---