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 March 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 February 28, 2025, NETCLASS TECHNOLOGY INC (the “Company”) entered into an agreement on capital increase and investment (“Agreement”) with CreateSolutions Co.,Ltd.(the “CreateSolutions”), a software company based in Tokyo, Japan and two unrelated individuals.

 

Pursuant to the Agreement, the Company agreed to invest JPY 2,550,000 (approximately $17,340) to acquire 255 shares of CreateSolutions, representing a 51% shareholding interest. As a result of this capital increase, the total issued shares of CreateSolutions increased from 200 to 500. The transaction has been completed as the date of the repot.

 

CreateSolutions Co.,Ltd. is software company committed to providing customers with customized, efficient, and sustainable solutions through creative thinking and cutting-edge technologies. Its services include software development, data analysis, business consulting, corporate innovation training, business process optimization, and innovative product design. The Company deceided to invest in the CreateSolutions to expand its market to Japan.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1. A copy of the press release related to the acquisition entitled “NETCLASS TECHNOLOGY INC. Strengthens Market Position in Asia with Strategic Acquisition of Japan-based CreativeSolutions Co., Ltd.” is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

 

 

 EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Capital Increase and Investment Agreement, dated February 28, 2025
99.1		Press Release – NETCLASS TECHNOLOGY INC. Strengthens Market Position in Asia with Strategic Acquisition of Japan-based CreativeSolutions Co., Ltd.

 

 

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: March 10, 2025	By:	/s/ Jianbiao Dai
	Name:	Jianbiao Dai
	Title:	Chief Executive Officer

 

Exhibit 10.1

 

Agreement on Capital Increase and Investment

 

 

NETCLASS Technology Inc (hereinafter referred to as "Party A" ), Wan Yi (hereinafter referred to as "Party B" ), Deng Ruihong (hereinafter referred to as "Party C" ), and CreateSolutions Co.,Ltd. (hereinafter referred to as "Party D" ) hereby agree to the following terms regarding The capital increase and investment in Party D and enter into this contract.

 

 

Article 1 (Capital Increase/Investment Amount and Shareholding Ratio)

 

The shares of Party D shall be increased from the initial 200 shares (100% held by Party C) to 500 shares as follows:

 

Party A s hall invest JPY 2,550,000 to acquire 255 shares (51% shareholding).

 

Party B shall invest JPY 450,000 to acquire 45 shares (9% shareholding).

 

Party C shall retain 200 shares (40% shareholding). 

 

Article 2 (Registered Capital)

 

Pursuant to the preceding article, the registered capital of the company shall be increased from JPY 2,000,000 to JPY 5,000,000, and the total issued shares shall be adjusted from 200 to 500 shares.

 

Article 3 (Procedures for Changes)

 

Following this capital increase, Party D shall be responsible for completing all necessary internal and external legal, tax, and registration procedures.

 

Article 4 (Supplementary Agreements)

 

Matters not stipulated herein shall be resolved through separate negotiations and formalized in supplementary agreements.

 

This contract is executed in four copies, with each party (A, B, C, D) retaining one copy after signing and affixing their seals.

 

  

Signing Date: February 28, 2025

 

 

Party A:	NETCLASS Technology Inc
Representative (CEO):	JIANBIAO DAI
Signature:	/s/ Jianbiao Dai

 

 

Party B:	WAN YI
Signature:	/s/ Wan Yi

 

 

Party C:	DENG RUIHONG
Signature:	/s/ Deng Ruihong

 

 

Party D:	CreateSolutions Co., Ltd.
Representative (Director):	FAN HUIWEN
Signature:	/s/ Fan Huiwen

 

 

 

Exhibit 99.1

 

  

NETCLASS TECHNOLOGY INC. Strengthens Market Position in Asia with Strategic Acquisition of Japan-based CreateSolutions Co., Ltd.

 

SHANGHAI and HONG KONG, March 10, 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 its acquisition of a 51% stake in CreateSolutions Co., Ltd. (“CreateSolutions”), a Tokyo-based software company, by investing JPY 2,550,000 to acquire 255 shares of CreateSolutions.

 

CreateSolutions is a software company specializing in customized, high-efficiency, and sustainable technology solutions. Its services include software development, data analysis, business consulting, corporate innovation training, business process optimization, and innovative product design.

 

The acquisition marks a significant step in NETCLASS’ strategy to expand its market across Asia. It provides the Company with a new operational center in Tokyo, Japan, and signifies the Company’s dedication to its long-term plan through enhancing its software development capability, improving the quality of existing products, and diversifying its customer base.

 

“We are proud to spearhead the collaboration with CreateSolutions, as it aligns perfectly with our strategy to expand internationally, and reinforces our commitment to provide high-quality and reliable products to our customers,” said Dr. Jianbiao Dai, Chairman & Chief Executive Officer of NETCLASS TECHNOLOGY INC. “I believe the acquisition will broaden our customer base, accelerate revenue growth, and unlock new opportunities for both companies.”

 

 

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

 

 

 

 

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