NTCL 6-K
NetClass Technology Inc (NTCL)
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
Forthe month of July 2026
Commission File Number:001-42440
NETCLASS TECHNOLOGY INC
(Translation of registrant’s name into English)
Unit 11-03, ABI Plaza
11 Keppel Road
Singapore 089057
(Address of principal executive office)
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 July 20, 2026, NETCLASS TECHNOLOGY INC (the “Company”) entered into an outdoor advertising service agreement (the “Outdoor Advertising Service Agreement”) with China Outdoor Media Development Limited, an unaffiliated third party, pursuant to which China Outdoor Media Development Limited agreed to provide outdoor advertising and promotional services in JinMao Tower, Shanghai, to the Company for a period of twelve months commencing on July 21, 2026. As consideration for the services rendered and to be rendered thereunder, the Company issued 320,000 Class A ordinary shares, par value $0.0125 per share (the “Class A Ordinary Shares”) to China Outdoor Media Development Limited.
On July 20, 2026, the Company entered into a technology services agreement (the “Technical Services Agreement”) with Gang Zhu, an unaffiliated third party, pursuant to which Gang Zhu agreed to provide professional technology services in connection with the development and maintenance of the Company’s word-memorizing interactive game system for a period of twelve months commencing on July 21, 2026. As consideration for the services rendered and to be rendered thereunder, the Company issued 240,000 Class A Ordinary Shares to Gang Zhu.
On July 20, 2026, the Company entered into a consulting services agreement (the “Consulting Services Agreement”) with ZEN SONG, an unaffiliated third party, pursuant to which ZEN SONG agreed to provide professional technical consulting services in relation to the Company’s AI-powered professional Portuguese proficiency assessment system for a period of twelve months commencing on July 21, 2026. As consideration for the services rendered and to be rendered thereunder, the Company issued 250,000 Class A Ordinary Shares to ZEN SONG.
The foregoing description of the Outdoor Advertising Service Agreement, Technical Services Agreement, and Consulting Services Agreement (collectively, the “Agreements”) do not purport to be complete and are qualified in their entirety by reference to the full text of such Agreements, copies of which are filed as Exhibits to this Report on Form 6-K. The Class A Ordinary Shares issuable under the Agreements are being issued as restricted securities in reliance on Section 4(a)(2) or Regulation S promulgated under the U.S. Securities Act of 1933, as amended.
This report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 2, 2025 (Registration No. 333-286348) and Company’s Registration Statement on Form F-3 filed with the Securities and Exchange Commission on December 29, 2025 (Registration No. 333-292458).
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Outdoor Advertising Service Agreement, dated July 20, 2026 |
| 99.2 | Technical Services Agreement, dated July 20, 2026 |
| 99.3 | Consulting Services Agreement, dated July 20, 2026 |
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: July 30, 2026 | By: | /s/ Jianbiao Dai |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 99.1
JINMAO OUTDOORADVERTISING SERVICES AGREEMENT
This Outdoor Advertising Services Agreement (the “Agreement”) is made and entered into on July 20, 2026 (the “Execution Date”), by and between:
Party A: NETCLASS TECHNOLOGY INC
Address: 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
Party B: CHINA OUTDOOR MEDIA DEVELOPMENT LIMITED
Address: ROOM 2914, 29TH FLOOR, HO KING COMMERCIAL CENTRE, 2-16 FA YUEN STREET, MONG KOK, HONG KONG, 999077
WHEREAS, Party A intends to conduct brand promotion and marketing activities during the Service Term;
WHEREAS, Party B possesses outdoor advertising resources and operational capabilities and agrees to provide outdoor advertising services to Party A in accordance with the terms of this Agreement;
NOW, THEREFORE, the Parties agree as follows:
1. Scope of Services
During the Service Term, Party B shall provide twelve (12) months of outdoor advertising and promotional services to Party A, including but not limited to:
Displaying Party A’s brand content on a LED outdoor screen located in the JinMao Tower, Shanghai Pudong New Area, China;
The advertising shall be broadcast for no less than ten (10) days per calendar month during the Service Term;
During each broadcast day, Party A’s advertisement shall be displayed in fifteen (15) second slots for no fewer than forty (50) rotations per day, or such alternative broadcast frequency as may be mutually agreed in writing by the Parties;
Arranging advertising placement, coordinating broadcast schedules, and supporting material deployment;
Managing content publication and playback during the Service Term;
Providing reasonable playback confirmation reports or performance records upon request;
Ensuring the availability and operational functionality of the agreed LED advertising resources during the Service Term.
Party B shall perform the above services in a professional, diligent, and commercially reasonable manner consistent with industry standards.
2. Service Term
The service term under this Agreement shall commence on July 21,2026 and shall continue through July 20, 2027, for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with respect to the services provided from that date.
3. Equity Consideration
As full and complete consideration for Party B’s performance of services throughout the entire Agreed Service Term, Party A agrees to grant Party B 320,000 Class A ordinary shares of Party A (the “Shares”).
The Shares correspond to the full twelve (12) month Agreed Service Term.
The Shares shall be issued by the end of July 2026.
The Parties acknowledge and agree that the Shares shall be validly issued and fully paid upon issuance and shall not be subject to cancellation or rescission based solely on the performance status of services.
Notwithstanding the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate entitlement to the economic benefits associated with the Shares is conditional upon substantial completion of all service obligations during the Agreed Service Term.
4. Non-Performance and Compensation Mechanism
4.1 If Party B fails to perform, partially performs, or is unable to complete the agreed advertising obligations during the Agreed Service Term due to reasons attributable to Party B, Party B shall compensate Party A by either:
(a) providing additional advertising services of equivalent commercial value; or
(b) such other remedial arrangement as may be mutually agreed in writing by the Parties.
4.2 The equivalent commercial value shall be determined based on the pro-rata portion of the unperformed advertising period relative to the full Agreed Service Term, taking into account the originally agreed broadcast frequency and location.
4.3 Any compensatory advertising services shall be completed within a reasonable period agreed by the Parties and shall be subject to the same broadcast standards and reporting requirements as set forth in this Agreement.
4.4 The Parties acknowledge that although the Shares are validly issued, Party B’s ultimate entitlement to the economic benefits corresponding to the full twelve (12) month Service Term remains conditional upon substantial completion of the agreed advertising obligations.
5. Confidentiality
Both Parties shall maintain strict confidentiality of any proprietary or non-public information obtained in the course of performing this Agreement and shall not disclose such information to any third party without prior written consent.
6. Liability for Breach
Any Party that breaches this Agreement and causes loss to the other Party shall bear corresponding legal liability in accordance with applicable laws.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
8. Miscellaneous
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and shall become effective upon execution by both Parties.
Signature
| Party A (Signature): | /s/<br> Jianbiao Dai |
|---|---|
| CEO of Netclass Technology Inc | |
| Party B (Signature): | /s/ Ren<br> Wu |
| CEO of China Outdoor Media Development Limited |
Exhibit 99.2
TECHNOLOGY SERVICES AGREEMENT
This Technology Services Agreement (the “Agreement”) is made and entered into on July 20, 2026 (the “Execution Date”), by and between:
PartyA: NETCLASS TECHNOLOGY INC
**Address：**4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
PartyB: Gang Zhu
Address: No.86, East Yangzhuang Villa, Xuecheng District, Zaozhuang, Shandong, China
**WHEREAS,**Party A intends to engage Party B to provide professional technology services in relation to Party A’s business operations;
**WHEREAS,**Party B possesses relevant experience and professional expertise in system development and maintenance, and business promotion, and agrees to provide services in accordance with the terms of this Agreement;
NOW,THEREFORE, the Parties agree as follows:
1. Scope of Services
During the Service Term, Party B shall provide professional technology services to Party A’s Word-Memorizing Interactive Game System development and maintenance including but not limited to:
1.1 System Objectives:
The system aims to increase students' enthusiasm for word memorization through fun Q&A and level scoring mechanisms to realize gamified learning. It helps students consolidate the definitions, spellings and usages of English words through interactive exercises, achieving lightweight and efficient word memorization training.
1.2 System Core Functional Requirements:
(1) Word Database Function: Built-in word banks are available, and custom import of words with Chinese and English definitions is supported. Words can be managed in groups and by levels.
(2) Gamified Q&A Mode: Questions are generated randomly. Basic interactive question types including definition selection and word recognition are supported. Points are awarded for correct answers, and the correct answers will be displayed for wrong responses.
(3) Level and Scoring: Equipped with level mechanisms, score statistics and practice records to display learning outcomes and enhance students’ sense of accomplishment in learning.
(4) Dual-terminal Adaptation: Compatible with PC and mobile terminals with adaptive screen layout. Users can operate, answer questions and check records normally on both terminals.
1.3 Performance and Experience Requirements:
(1) The system runs smoothly and stably with fast loading speed, no stuttering or crashing problems.
(2) It features a clean and fresh interface tailored for student scenarios with simple and easy-to-use operations.
Party B shall perform the above services in a professional, diligent, and commercially reasonable manner.
2. Service Term
The service term under this Agreement shall commence on July 21, 2026 and shall continue through July 20, 2027, for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with respect to the services provided from that date.
3. Equity Consideration
As full and complete consideration for Party B’s performance of services throughout the entire Agreed Service Term, Party A agrees to grant Party B 240,000 Class A ordinary shares of Party A (the “Shares”).
The Shares correspond to the full twelve (12) month Agreed Service Term.
The Shares shall be issued no later than the end of July 2026.
The Parties acknowledge and agree that the Shares shall be validly issued and fully paid upon issuance and shall not be subject to cancellation or rescission based solely on the performance status of services.
Notwithstanding the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate entitlement to the economic benefits associated with the Shares is conditional upon the completion of all service obligations during the Agreed Service Term.
4. Non-Performance and Compensation Mechanism
4.1 Compensation Obligation
In the event that Party B fails to perform or fully perform the services under this Agreement, or this Agreement is terminated prior to the expiration of the Agreed Service Term due to reasons attributable to Party B, Party B shall compensate Party A in cash for the portion corresponding to the unperformed service period.
4.2 Calculation of Compensation Amount
Compensation Amount = (Agreed Service Term − Actual Service Period Performed) ÷ Agreed Service Term × 240,000 Shares × Fair Market Value per Share on the Grant Date. The compensation amount shall be paid in cash or in a manner agreed upon by both parties.
4.3 Payment Timeline
Party B shall complete payment of the compensation within thirty (30) business days from the date Party A issues written notice.
4.4 Nature of Rights Confirmation
The Parties confirm that although the Shares are validly issued, the portion corresponding to any unperformed service period shall not constitute finally vested service consideration under this Agreement. Party B’s entitlement to the economic benefits of such portion remains conditional upon completion of the Agreed Service Term.
5. Confidentiality
Both Parties shall maintain strict confidentiality of any proprietary or non-public information obtained in the course of performing this Agreement and shall not disclose such information to any third party without prior written consent.
6. Liability for Breach
Any Party that breaches this Agreement and causes loss to the other Party shall bear corresponding legal liability in accordance with applicable laws.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
8. Miscellaneous
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and shall become effective upon execution by both Parties.
Signature
| Party A (Signature): | /s/ Jianbiao Dai | |
|---|---|---|
| Party B (Signature): | /s/ Gang Zhu |
Exhibit 99.3
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the “Agreement”) is made and entered into on July 20, 2026 (the “Execution Date”), by and between:
PartyA: NETCLASS TECHNOLOGY INC
**Address：**4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
PartyB: ZEN SONG
**Address：**Room 303, No.1, 511 Lanzhou Road, Shanghai, China
**WHEREAS,**Party A intends to engage Party B to provide technical consulting services in relation to its AI-powered professional Portuguese Proficiency Assessment System;
**WHEREAS,**Party B possesses professional expertise and experience in artificial intelligence, algorithm design, and assessment technologies, and agrees to provide services in accordance with the terms of this Agreement;
NOW,THEREFORE, the Parties agree as follows:
1. Scope of Services
During the Service Term, Party B shall provide professional technical consulting services in relation to Party A’s AI-powered professional Portuguese Proficiency Assessment System, including but not limited to:
1. Providing professional advice on the technical framework of the system, adopting artificial intelligence technology to realize intelligent online Portuguese ability testing, automated score analysis, personalized learning evaluation and data analysis;
2. Built on AI technology, the system covers core functions including user registration, intelligent online examination, adaptive question bank management, AI automatic scoring, assessment result inquiry, multi-dimensional data statistics and comprehensive background management;
3. Providing professional technical support: AI system operational monitoring, regular platform inspection, fault troubleshooting and bug remediation, information security maintenance, minor version iteration and optimization.;
4. Ensure stable system operation, fast response and no major service interruption, assisting in analyzing system performance results.
Party B shall perform the above consulting services in a professional, diligent, and technically competent manner.
2. Service Term
The service term under this Agreement shall commence on July 21, 2026 and shall continue through June 20, 2027, for a total period of twelve (12) consecutive months (the “Agreed Service Term”). The Parties acknowledge that the services commenced on February 1, 2026, and agree that this Agreement shall be deemed effective as of February 1, 2026, with respect to the services provided from that date.
3. Equity Consideration
As full and complete consideration for Party B’s performance of services throughout the entire Agreed Service Term, Party A agrees to grant Party B 250,000 Class A ordinary shares of Party A (the “Shares”).
The Shares correspond to the full twelve (12) month Agreed Service Term.
The Shares shall be issued no later than the end of July 2026.
The Parties acknowledge and agree that the Shares shall be validly issued and fully paid upon issuance and shall not be subject to cancellation or rescission based solely on the performance status of services.
Notwithstanding the foregoing, the Parties further acknowledge that the Shares correspond to the full Agreed Service Term, and Party B’s ultimate entitlement to the economic benefits associated with the Shares is conditional upon the completion of all service obligations during the Agreed Service Term.
4. Non-Performance and Compensation Mechanism
4.1 Compensation Obligation
In the event that Party B fails to perform or fully perform the services under this Agreement, or this Agreement is terminated prior to the expiration of the Agreed Service Term due to reasons attributable to Party B, Party B shall compensate Party A in cash for the portion corresponding to the unperformed service period.
4.2 Calculation of Compensation Amount
Compensation Amount = (Agreed Service Term − Actual Service Period Performed) ÷ Agreed Service Term × 250,000 Shares × Fair Market Value per Share on the Grant Date. The compensation amount shall be paid in cash or in a manner agreed upon by both parties.
4.3 Payment Timeline
Party B shall complete payment of the compensation within ten (10) business days from the date Party A issues written notice.
4.4 Nature of Rights Confirmation
The Parties confirm that although the Shares are validly issued, the portion corresponding to any unperformed service period shall not constitute finally vested service consideration under this Agreement. Party B’s entitlement to the economic benefits of such portion remains conditional upon completion of the Agreed Service Term.
5. Confidentiality
Both Parties shall maintain strict confidentiality of any proprietary or non-public information obtained in the course of performing this Agreement and shall not disclose such information to any third party without prior written consent.
6. Liability for Breach
Any Party that breaches this Agreement and causes loss to the other Party shall bear corresponding legal liability in accordance with applicable laws.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
8. Miscellaneous
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and shall become effective upon execution by both Parties.
Signature
| Party A (Signature): | /s /Jianbiao<br> Dai |
|---|---|
| Party B (Signature): | /s/ ZEN SONG |