NetClass Technology Inc 6-K, filed Oct 9, 2026
NetClass Technology Inc (NTCL)
About this 6-K
NetClass Technology Inc filed this 6-K on October 9, 2026.
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 October 2026
Commission File Number:001-42440
NETCLASS TECHNOLOGY INC
Unit 11-03, ABI Plaza
11 Keppel Road
Singapore 089057
(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 ¨
ENTRY INTO A JOINT VENTURE FORMATION AGREEMENT
On October 1, 2026, NETCLASS TECHNOLOGY INC (the “Company”) entered into a Joint Venture Formation Agreement (the “JV Agreement” or “Agreement”) with Xiangdong Wang, an individual, and Future Science and Education Development Foundation Limited (together with the Company, the “Parties”), pursuant to which the Parties agreed to jointly establish Linkee AI Company Limited (the “Joint Venture Company”).
Pursuant to the JV Agreement, the initial capital arrangement of the Joint Venture Company is HKD 10,000. The initial shareholding of the Joint Venture Company is held 49% by Xiangdong Wang, 40% by the Company and 11% by Future Science and Education Development Foundation Limited. The Company’s corresponding initial capital contribution is expected to be HKD 4,000.
The JV Agreement provides that the intended initial directors of the Joint Venture Company are Xiangdong Wang and Jianbiao Dai, the Chairman of the board of directors and Chief Executive Officer of the Company.
Under the JV Agreement, any further investment or commercial arrangement among the Parties or with the Joint Venture Company shall be separately agreed in writing. The JV Agreement took effect upon execution by all Parties and is governed by the laws of Hong Kong.
The Joint Venture Company was incorporated in the Hong Kong Special Administrative Region (“Hong Kong”) on October 5, 2026. The Joint Venture Company will be principally engaged in overseas sales, marketing, operation and related technology services for AI companion smart toys.
The foregoing summary of the JV Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the JV Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated herein by reference.
This report on Form 6-K is incorporated by reference into the 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
2
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: October 9, 2026 | By: | /s/ Jianbiao Dai |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
JOINT VENTURE FORMATION AGREEMENT
Date: October 1, 2026
Party A: NETCLASS TECHNOLOGY INC
Party B: Wang Xiangdong
Party C: Future Science and Education Development Foundation Limited
Cooperation Background
Party A, as a Nasdaq-listed company, has strong capabilities in software development, the research, development and application of artificial intelligence-related technologies, and access to capital markets. Party B and Party C have corresponding advantages in market development and commercial resources. Based on the complementary strengths of the Parties, the Parties intend to cooperate in the development of the relevant business..
The Parties agree to jointly establish Linkee AI Company Limited in Hong Kong on the following terms:
1. Company and Ownership
Company Name: Linkee AI Company Limited (领羿人工智能有限公司)
Place of Incorporation: Hong Kong Special Administrative Region
Initial Capital Arrangement: HKD 10,000
Principal Business: overseas sales, marketing, operation and related technology services for AI companion smart toys.
Initial Shareholding:
Wang Xiangdong - 49%
NETCLASS TECHNOLOGY INC - 40%
Future Science and Education Development Foundation Limited - 11%
2. Initial Directors
The intended initial directors are Wang Xiangdong and Dai Jianbiao.
3. Further Arrangements
Any further investment or commercial arrangement among the Parties or with the Company shall be separately agreed in writing.
4. Records, Effect and Governing Law
For statutory and audit purposes, the Company's official corporate records shall prevail. This Agreement takes effect upon execution by all Parties and is governed by the laws of the Hong Kong Special Administrative Region.
SIGNATURES
Party A: NETCLASS TECHNOLOGY INC
| Signature: | /s/ Jianbiao Dai | |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer |
Party B: Wang Xiangdong
| Signature: | /s/ Wang Xiangdong |
Party C: Future Science and Education Development Foundation Limited
| Signature: | /s/ Sze Kok | |
| Name: | Sze Kok | |
| Title: | Director |
Date: October 1, 2026
Exhibit 99.1
NETCLASS TECHNOLOGY INC Expands Business Horizons with Strategic Entry into AI Companion Smart Hardware
| · | Leveraging an Asset-Light Model, the Company Launches "LinkeeBot" Targeting Its Established Student Demographic | |
| · | Strategic Expansion into Interactive AI Smart Pets Intended to Diversify Core Revenue Streams Alongside Existing SaaS Operations | |
| · | Initial Commercialization Planned in Select Asian Markets, Including Southeast Asia, Mainland China, Hong Kong, and Japan |
SINGAPORE and HONG KONG, October 09, 2026 – NETCLASS TECHNOLOGY INC (Nasdaq: NTCL; the “Company” or “NetClass”), a B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced a strategic business expansion into the AI companion smart hardware market. This move serves to further diversify the Company’s operational footprint and revenue streams while pursuing growth opportunities in interactive consumer devices.
As part of this growth strategy, NetClass has formed a joint venture, Linkee AI Company Limited, and has officially launched its debut interactive AI smart pet line, LinkeeBot, now available at https://linkeebot.com/. NetClass holds a 40% interest in Linkee AI Company Limited, which was formed with independent third parties.
Powered by natural language processing models, Linkee Bot offers real-time voice interaction, empathetic conversational support, daily schedule management, and interactive productivity prompts in an engaging, smart-pet form factor. These features are designed to address the lifestyle needs of college students, young professionals, and Gen-Z consumers—a demographic that closely overlaps with NetClass's existing customer base in Southeast Asia, Mainland China, Hong Kong, and Japan.
To maximize capital efficiency, NetClass is executing this expansion through an asset-light business model. By collaborating with established hardware manufacturers and software infrastructure providers, the Company expects to help limit capital expenditure and inventory exposure while focusing core resources on software IP, brand development, and international channel distribution.
"Our entry into the interactive AI smart pet space represents a pivotal milestone in NetClass's evolutionary strategy," said Dr. Jianbiao Dai, Chairman and Chief Executive Officer of NetClass. "By leveraging our existing deep connections within the college student community, we are introducing a product that goes beyond functional learning tools to offer emotional and interactive value. The market demand for personalized AI companions is expanding, and our strategy will help us capture this immense market opportunity with speed, flexibility, and minimal capital risk. We are optimistic about LinkeeBot's commercial potential as we deliver diversified value to both our users and shareholders."
About NETCLASS TECHNOLOGY INC
NETCLASS TECHNOLOGY INC is a B2B smart education specialist with offices in Shanghai, Hong Kong, Singapore, and Tokyo, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, and, through its joint venture, interactive AI companion smart hardware, 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
All statements other than statements of historical fact in this announcement are forward-looking statements. 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. 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
LLYC
Email: jian.lin@llyc.global