NetClass Technology Inc. filed a Form 6-K on November 2, 2026, disclosing four agreements executed in late October 2026 under which the company issued a total of 3,180,000 Class A Ordinary Shares to investors and three unaffiliated service providers.

Key Highlights

  • PIPE transaction: On October 28, 2026, NetClass entered a securities purchase agreement to issue 1,590,000 Class A Ordinary Shares at US$0.20 per share, for aggregate consideration of US$318,000.
  • Campus system development: Forward Sight Company Limited agreed to provide software design, development, and integration services for a campus electronic class board management system, receiving 550,000 Class A Ordinary Shares as consideration.
  • Language training system: Simeon Fine Company Limited agreed to develop a Chinese language intensive training system for the period October 20, 2026 to March 31, 2027, receiving 540,000 Class A Ordinary Shares.
  • AI cloud advisory: Layou Fortune Holding Company Limited agreed to provide market promotion and strategic advisory services related to the company's AI cloud services business for 24 months, receiving 500,000 Class A Ordinary Shares.
  • Share issuance date: All SPA Shares and Services Shares were issued on October 29, 2026, following board of directors approval.
  • Restricted securities: According to the filing, the Class A Ordinary Shares issued under the agreements are "being issued as restricted securities in reliance on Section 4(a)(2) of or Regulation S promulgated under the Securities Act of 1933, as amended."

NetClass Technology Closes Four Share-Issuance Agreements in October 2026

NetClass Technology Inc. (NASDAQ:NTCL), a Singapore-based foreign private issuer, reported four separate agreements all dated in October 2026 involving the issuance of Class A Ordinary Shares. According to the filing, each of the three service providers, Forward Sight Company Limited, Simeon Fine Company Limited, and Layou Fortune Holding Company Limited, is described as "an unaffiliated third party." The shares issued to each service provider carry a par value of US$0.0125 per share, the same as the PIPE shares, though the services shares were issued as non-cash consideration for the respective services.

Under the securities purchase agreement dated October 28, 2026, the company agreed to issue and sell 1,590,000 Class A Ordinary Shares to certain investors at a purchase price of US$0.20 per share, generating aggregate proceeds of US$318,000, according to the filing. The three service agreements, all signed on October 20, 2026, together required the issuance of a further 1,590,000 shares: 550,000 to Forward Sight for a four-month campus electronic class board management system engagement, 540,000 to Simeon Fine for a Chinese language intensive training system project running through March 31, 2027, and 500,000 to Layou Fortune for a 24-month market promotion and strategic advisory mandate covering the company's AI cloud services business.

The filing states that all shares were issued on October 29, 2026, with the issuance approved by the board of directors. The company noted that the descriptions of the agreements "do not purport to be complete and are qualified in their entirety by reference to the full text" of each agreement, copies of which were filed as exhibits to the Form 6-K. The report is also incorporated by reference into the company's Registration Statement on Form S-8 (Registration No. 333-286348) and Form F-3 (Registration No. 333-292458).

What Was Disclosed

NetClass Technology disclosed four agreements executed in October 2026 under which it issued 3,180,000 Class A Ordinary Shares in total: 1,590,000 in a private placement at US$0.20 per share for US$318,000, and 1,590,000 to three service providers as non-cash compensation for software development and advisory services.