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6-K 1 tm2527571d1_6k.htm FORM 6-K

 

 

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

 

 

EX-99.1 2 tm2527571d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

NETCLASS TECHNOLOGY INC Announces Earnings Results 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 of Fiscal 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 Fiscal Year 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-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or 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 statements are not guarantee of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict and many of which are beyond the control of Netclass. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are included in the Company’s filings with the U.S. Securities and 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-looking statements 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 or plans will be achieved. Netclass does not undertake any obligation to revise the forward-looking statements contained herein to reflect events 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 TECHNOLOGY INC

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollar, except for the number of shares)

 

    March 31,     September 30,  
    2025     2024  
    unaudited     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  

 

 


 

NETCLASS TECHNOLOGY INC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. dollar, except for the number of shares)

 

    For the Six Months Ended
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