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 September 2025
Commission File Number: 001-42440
NETCLASS TECHNOLOGY INC
Unit 11-03, ABI Plaza
11 Keppel Road
Singapore 089057
+65 91821823
(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 September 30, 2025, NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company issued a press release entitled “NETCLASS TECHNOLOGY INC Announces Earnings Results for the First Half of Fiscal Year 2025.” A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release - NETCLASS TECHNOLOGY INC Announces Earnings Results for the First Half of Fiscal Year 2025 |
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: September 30, 2025 | By: | /s/ Jianbiao Dai |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer |
Exhibit 99.1
NETCLASS TECHNOLOGY INC Announces EarningsResults for the First Half of Fiscal Year 2025
SINGAPORE and HONG KONG, September 30,2025 --NETCLASS Technology INC (Nasdaq: NTCL; the “Company” or “NetClass”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, Singapore and Tokyo, today announced its unaudited condensed consolidated financial results which have not been reviewed by an independent certified public accountant for the six months ended March 31, 2025.
Financial Highlights for the First Half ofFiscal Year 2025
| % | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change | Change | |||||
| Revenues | 3,654,410 | 3,766,192 | (111,782) | (3.0) | % | |||
| Cost of revenues | 3,349,020 | 3,182,743 | 166,277 | 5.2 | % | |||
| Gross profit | 305,390 | 583,449 | (278,059) | (47.7) | % | |||
| Total operating expenses | 5,488,125 | 2,818,410 | 2,669,715 | 94.7 | % | |||
| Loss from operations | (5,182,735) | (2,234,961) | (2,947,774) | 131.9 | % | |||
| Loss before income taxes | (4,997,292) | (2,244,424) | (2,752,868) | 122.7 | % | |||
| Net loss | (4,897,965) | (2,065,011) | (2,832,954) | 137.2 | % | |||
| Comprehensive loss attributable to shareholders | $ | (4,840,185) | $ | (2,028,488) | $ | (2,811,697) | 138.6 | % |
Financial Results for the First Half of FiscalYear 2025
Revenue
For the six months ended March 31, 2025, our total revenue was approximately $3.7 million compared to approximately $3.8 million for the six months ended March 31, 2024. The Company’s total revenue decreased by approximately $0.1 million, or 3.0%. The overall decrease in total revenue was attributable to approximately $0.2 million decrease in revenue from subscription services offset by $0.1 million increase in revenue from application development services.
Gross Profit
Our gross profit decreased by approximately $0.3 million or 47.7% from approximately $0.6 million for the six months ended March 31, 2024, to approximately $0.3 million for the six months ended March 31, 2025. Profit margin as a percent of overall revenue for the six months ended March 31, 2025 and 2024, was approximately 8.4% and 15.5%, respectively. The decrease in profit margin was due to the need to keep competitive price for customers despite cost increases.
Operating Expenses
Our operating expenses increased by approximately $2.7 million or 94.7% from approximately $2.8 million for the six months ended March 31, 2024, to approximately $5.5 million for the six months ended March 31, 2025. The increase in operating expenses is mainly due to an increase of marketing expenses, to promote of the Company’s brands and an increase of costs in technology upgrading and strategy consulting and business consulting after the Company’s initial public offering (“IPO”).
Net loss
As a result of the foregoing, our net loss increased by approximately $2.8 million, or 137.2%, from approximately $2.1 million net loss for the six months ended March 31, 2024, to approximately $4.9 million net loss for the six months ended March 31, 2025. The increase of net loss is mainly attributed to approximately $2.7 million increase in operating expenses and $0.3 million decrease of gross profit, offset by $0.2 million increase in net other income.
About NETCLASS TECHNOLOGY INC
NETCLASS TECHNOLOGY INC is a leading 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, 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
Safe Harbor Statement
This news release contains forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities ExchangeAct of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generalityof the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereofor comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations,projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statementsare not guarantee of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predictand many of which are beyond the control of Netclass. Actual results may differ from those projected in the forward-looking statementsdue to risks and uncertainties, as well as other risk factors that are included in the Company’s filings with the U.S. Securitiesand Exchange Commission. Although Netclass believes that the assumptions underlying the forward-looking statements are reasonable,any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-lookingstatements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein,the inclusion of such information should not be regarded as a representation by Netclass or any other person that their objectives orplans will be achieved. Netclass does not undertake any obligation to revise the forward-looking statements contained herein to reflectevents or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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
NETCLASS TECHNOLOGYINC
UNAUDITED****CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S.dollar, except for the number of shares)
| September 30, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| audited | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash | 1,805,463 | $ | 410,716 | ||
| Restricted cash | 504,058 | 4,564 | |||
| Accounts receivable, net | 4,654,356 | 5,298,006 | |||
| Inventories, net | 199,869 | 70,681 | |||
| Advances to vendors | 1,645,537 | 1,124,030 | |||
| Prepayments and other current assets | 441,534 | 40,990 | |||
| Deferred issuance costs | - | 138,463 | |||
| TOTAL CURRENT ASSETS | 9,250,817 | 7,087,450 | |||
| Property and equipment, net | 32,764 | 39,707 | |||
| Long-term prepaid expenses, net | 437,500 | - | |||
| Intangible assets, net | 465,137 | - | |||
| Operating lease right of use assets | 1,153,272 | 13,122 | |||
| Deferred tax assets, net | 93,498 | 88,445 | |||
| TOTAL NONCURRENT ASSETS | 2,182,171 | 141,274 | |||
| TOTAL ASSETS | 11,432,988 | $ | 7,228,724 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Accounts payable | 1,766,033 | $ | 2,860,703 | ||
| Advance from customers | 1,612,363 | 425,116 | |||
| Accrued expenses and other liabilities | 393,648 | 297,360 | |||
| Due to related parties | 157,114 | 228,951 | |||
| Taxes payable | 310,233 | 341,217 | |||
| Operating lease liabilities, current portion | 1,272 | 13,122 | |||
| TOTAL CURRENT LIABILITIES | 4,240,663 | 4,166,469 | |||
| Long-term bank loan | 372,070 | - | |||
| Operating lease liabilities, non-current portion | - | - | |||
| TOTAL NON-CURRENT LIABILITIES | 372,070 | - | |||
| TOTAL LIABILITIES | 4,612,733 | 4,166,469 | |||
| COMMITMENTS AND CONTINGENCIES | - | - | |||
| SHAREHOLDERS’ EQUITY: | |||||
| Ordinary shares, 200,000,000 shares authorized, consisting of 190,000,000 Class A ordinary shares of 0.00025 par value per share and 10,000,000 Class B ordinary shares of 0.00025 par value per share | |||||
| Class A Ordinary shares, 15,830,000 and 13,760,000 ordinary shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively | 3,958 | 3,440 | |||
| Class B Ordinary shares, 2,000,000 ordinary shares issued and outstanding | 500 | 500 | |||
| Additional paid in capital | 13,285,824 | 4,821,992 | |||
| Statutory reserves | 35,448 | 35,448 | |||
| Accumulated deficit | (6,528,896 | ) | (1,704,065 | ) | |
| Accumulated other comprehensive loss | (201,488 | ) | (186,134 | ) | |
| TOTAL SHAREHOLDERS’ EQUITY | 6,595,346 | 2,971,181 | |||
| Non-controlling interest | 224,909 | 91,074 | |||
| TOTAL EQUITY | 6,820,255 | 3,062,255 | |||
| TOTAL LIABILITIES AND EQUITY | 11,432,988 | $ | 7,228,724 |
All values are in US Dollars.
NETCLASS TECHNOLOGYINC
UNAUDITED CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S.dollar, except for the number of shares)
| For the Six Months Ended<br> March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenues | $ | 3,654,410 | $ | 3,766,192 | ||
| Cost of revenues | (3,349,020 | ) | (3,182,743 | ) | ||
| Gross profit | 305,390 | 583,449 | ||||
| Operating expenses: | ||||||
| Selling and marketing | (468,864 | ) | (207,160 | ) | ||
| General and administrative | (3,979,733 | ) | (397,873 | ) | ||
| Research and development | (1,039,528 | ) | (2,213,377 | ) | ||
| Total operating expenses | (5,488,125 | ) | (2,818,410 | ) | ||
| Loss from operations | (5,182,735 | ) | (2,234,961 | ) | ||
| Other (expense) income: | ||||||
| Interest income (expense), net | (2,939 | ) | 210 | |||
| Gain on acquisition of a subsidiary | 201,197 | - | ||||
| Other (expense) income, net | (12,815 | ) | (9,673 | ) | ||
| Total other (expense) income, net | 185,443 | (9,463 | ) | |||
| Loss before income taxes | (4,997,292 | ) | (2,244,424 | ) | ||
| Income tax benefit | 99,327 | 179,413 | ||||
| Net loss | (4,897,965 | ) | (2,065,011 | ) | ||
| Other comprehensive income | ||||||
| Foreign currency translation adjustments | (15,354 | ) | 36,523 | |||
| Comprehensive loss | (4,913,319 | ) | (2,028,488 | ) | ||
| Less: Comprehensive loss attributable to non-controlling interests | 73,134 | - | ||||
| Comprehensive loss attributable to shareholders | $ | (4,840,185 | ) | $ | (2,028,488 | ) |
| Loss per share | ||||||
| Basic and diluted | $ | (0.29 | ) | $ | (0.13 | ) |
| Weighted average number of shares outstanding | ||||||
| Basic and diluted | 16,927,527 | 15,760,000 |