Business Context and Reporting Period
Company: Netclass Technology Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of July 2026
Date of Filing: July 30, 2026
Principal Executive Office: Singapore
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on the issuance of equity securities in exchange for services.
Material Changes and Transactions
On July 20, 2026, the Company entered into three separate service agreements with unaffiliated third parties, issuing a total of 810,000 Class A Ordinary Shares (par value $0.0125) as consideration. All agreements commenced on July 21, 2026, for a twelve-month term.
- Outdoor Advertising Service Agreement: Entered with China Outdoor Media Development Limited for advertising services in JinMao Tower, Shanghai. Consideration: 320,000 Class A Ordinary Shares.
- Technical Services Agreement: Entered with Gang Zhu for development and maintenance of a word-memorizing interactive game system. Consideration: 240,000 Class A Ordinary Shares.
- Consulting Services Agreement: Entered with ZEN SONG for technical consulting on an AI-powered Portuguese proficiency assessment system. Consideration: 250,000 Class A Ordinary Shares.
The shares were issued as restricted securities under Section 4(a)(2) or Regulation S of the U.S. Securities Act of 1933.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management outlook, or specific risk factors beyond the standard disclosure that the summary of agreements is qualified by reference to the full text of the exhibits. The transactions are incorporated by reference into the Company's Form S-8 (filed April 2, 2025) and Form F-3 (filed December 29, 2025).
Investor Verification Checklist
- Verify the fair market value of the 810,000 shares issued to ensure the valuation of services received is appropriate.
- Review the full text of Exhibits 99.1, 99.2, and 99.3 for specific performance milestones and termination clauses.
- Confirm the impact of this share issuance on existing shareholder dilution.
- Validate the independence of the service providers (China Outdoor Media Development Limited, Gang Zhu, and ZEN SONG) to ensure no undisclosed related-party transactions exist.