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
For the month of March 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 February 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 to the Company for a period of twelve months commencing on February 1, 2026. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,500,000 Class A ordinary shares, par value $0.00025 per share (the “Class A Ordinary Shares”) to China Outdoor Media Development Limited.
On February 21, 2026, the Company entered into a consulting services agreement (the “Technical Consulting Services Agreement”) with Xueyuan Nie, an unaffiliated third party, pursuant to which Xueyuan Nie agreed to provide professional technical consulting services in connection with the Company’s AI driven English proficiency assessment system for a period of twelve months commencing on February 1, 2026. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,400,000 Class A Ordinary Shares to Xueyuan Nie.
On February 21, 2026, the Company entered into a consulting services agreement (the “Strategic Consulting Services Agreement”) with Ying Luo, an unaffiliated third party, pursuant to which Ying Luo agreed to provide professional market promotion and strategic advisory services in connection with the Company’s CEPA English assessment system for a period of twelve months commencing on February 1, 2026. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,400,000 Class A Ordinary Shares to Ying Luo.
On February 24, 2026, the Company entered into a technical development service agreement (the “Technical Development Service Agreement”) with Tingting Tao, an unaffiliated third party, pursuant to which Tingting Tao agreed to provide technical support services for a period of twelve months commencing on February 7, 2026. As consideration for the services rendered and to be rendered thereunder, the Company agreed to issue 2,800,000 Class A Ordinary Shares to Tingting Tao.
The foregoing description of the Outdoor Advertising Service Agreement, Technical Consulting Services Agreement, Strategic Consulting Services Agreement and Technical Development Service 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 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
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 2, 2026 | By: | /s/ Jianbiao Dai |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 99.1
OUTDOORADVERTISING SERVICES AGREEMENT
This Outdoor Advertising Services Agreement (the “Agreement”) is made and entered into on February 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: 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:
1. Displaying Party A’s brand content on a prime-location LED outdoor screen located in the central urban district of Shanghai, People’s Republic of China;
2. The advertising shall be broadcast for no less than fourteen (14) days per calendar month during the Service Term;
3. During each broadcast day, Party A’s advertisement shall be displayed in fifteen (15) second slots for no fewer than forty(40) rotations per day, or such alternative broadcast frequency as may be mutually agreed in writing by the Parties;
4. Arranging advertising placement, coordinating broadcast schedules, and supporting material deployment;
5. Managing content publication and playback during the Service Term;
6. Providing reasonable playback confirmation reports or performance records upon request;
7. 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 February 1, 2026 and shall continue through January 31, 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 2,500,000 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 February 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/ Jianbiao Dai |
|---|---|
| Party B (Signature): | /s/ Ren Wu |
Exhibit 99.2
CONSULTINGSERVICES AGREEMENT
This Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 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: Nie Xueyuan
**Address：**Room 2-1-3504, No. 60 Yixue Lane, Jinjiang District, Chengdu, China
**WHEREAS,**Party A intends to engage Party B to provide technical consulting services in relation to its AI-driven English 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-driven English proficiency assessment system, including but not limited to:
1. Providing professional advice on the structure, algorithmic logic, and technical framework of the English proficiency scoring model;
2. Assisting in optimizing the automated scoring mechanisms based on artificial intelligence technologies to enhance assessment accuracy, consistency, and stability;
3. Providing recommendations on model training strategies, data processing methodologies, and performance optimization approaches;
4. Assisting in analyzing system performance results and providing professional advice on continuous improvement strategies.
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 February 1, 2026 and shall continue through January 31, 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 2,400,000 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 February 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 × 2,400,000 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/ Xueyuan Nie |
Exhibit 99.3
CONSULTINGSERVICES AGREEMENT
This Consulting Services Agreement (the “Agreement”) is made and entered into on February 21, 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: Luo Ying
**Address：**Room 1718, Bingang Commercial Center, Hongkou District, Shanghai, China
**WHEREAS,**Party A intends to engage Party B to provide market promotion and strategic advisory services in relation to Party A’s business operations;
**WHEREAS,**Party B possesses relevant experience and professional expertise in market development, branding strategy, 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 market promotion and strategic advisory services to Party A’s “CEPA” English Assessment System including but not limited to:
1. Advising on market expansion strategies and brand positioning initiatives;
2. Assisting in the development and implementation of marketing and promotional plans;
3. Providing strategic recommendations regarding customer acquisition and market penetration;
4. Supporting business development discussions and identifying potential partnership opportunities.
Party B shall perform the above consulting services in a professional, diligent, and commercially reasonable manner.
2.Service Term
The service term under this Agreement shall commence on February 1, 2026 and shall continue through January 31, 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 2,400,000 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 February 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 × 2,400,000 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/ Ying Luo |
Exhibit 99.4
TECHNICAL DEVELOPMENTSERVICE AGREEMENT
(Smart Campus Intelligent Scheduling System)
This Technical Development Service Agreement (the "Agreement") is entered into on February 24, 2026 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: Tao Tingting
Address: Room 402, No. 263, 333 Haidi Road, Baoshan District, Shanghai, China
WHEREAS:
Party A intends to develop the “Smart Campus Intelligent Scheduling System”;
Party B possesses the relevant technical capabilities to provide software development services;
The Parties agree that Party B shall provide technical development services and Party A shall compensate Party B with shares.
Article 1 – System Name
The system to be developed under this Agreement shall be named the “Smart Campus Intelligent Scheduling System” (the “System”).
Article 2 – Scope of Services
Party B shall design, develop, deploy, and provide related technical support services for the System, including but not limited to the following modules:
1. Basic Data Management Module
Teacher List Management
Student List Management
Subject Tag Management
2. Teaching Scheduling Module
Teaching Scheduling Management
Scheduling Process Management
3. Timetable Inquiry Module
Student Timetable Inquiry
Teacher Timetable Inquiry
Classroom Arrangement Inquiry
4. Teaching Process Management Module
Course Exemption Review
Substitute Teaching Management
5. Self-Selection Course ManagementModule
Student Course Selection Requests
Teacher Course Selection Review
Teacher Self-Selection Course List Management
The Parties may supplement or reasonably adjust functional details through written confirmation.
Article 3 – Service Term
The service term under this Agreement shall be from February 7, 2026 to February 6, 2027.
Party B shall continuously perform system development, optimization, and technical support obligations during the service term.
The obligations under this Agreement constitute continuing performance obligations, and fulfillment shall be determined based on actual development and support work completed during the service period.
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.
Article 4 – Service Considerationand Share Issuance
As consideration for Party B’s continuous provision of technical development and related services during the service term, Party A agrees to issue 2,800,000 ordinary shares of NetClass Technology Inc. to Party B.
All such shares shall be issued and registered no later than February 28, 2026.
The Parties acknowledge that:
(a) The shares correspond to Party B’s continuing performance obligations during the period from February 7, 2026 to February 6, 2027;
(b) The timing of share issuance shall not affect Party B’s ongoing performance obligations throughout the service term;
(c) The shares constitute service consideration and do not represent an investment, financing arrangement, or loan.
- The share issuance shall comply with applicable securities laws and regulatory requirements.
Article 5 – Service Confirmation
Party B shall submit periodic development reports or technical deliverables according to the development progress.
Party A shall have the right to conduct testing and confirmation of system functions.
Service completion shall be determined based on actual development results and technical support provided during the service term.
Article 6 – PerformanceLiability
If Party B fails to complete its development obligations as agreed, Party B shall rectify or supplement development within a reasonable period.
If Party B fails to fully perform its obligations, Party B shall provide equivalent technical services as compensation, or the Parties may otherwise agree upon a mutually acceptable compensation arrangement.
Article 7 – IntellectualProperty
All source codes, database structures, and development results of the System shall belong to Party A.
Party B retains ownership of its general development tools and underlying technologies, provided that such retention does not affect Party A’s use of the System.
Party B shall not disclose core technologies of the System to any third party without Party A’s written consent.
Article 8 – Confidentiality
Both Parties shall keep confidential any business information obtained during the performance of this Agreement.
Article 9 – GoverningLaw and Dispute Resolution
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region.
Any dispute arising from this Agreement shall be submitted to arbitration in Hong Kong.
| Signature | |
|---|---|
| Party A: NETCLASS TECHNOLOGY<br> INC | |
| Authorized Signature: | /s/<br> Jianbiao Dai |
| Party B: Tao Tingting | |
| Authorized Signature: | /s/ Tingting Tao |