{"filing":{"accession_number":"0001104659-26-088798","cik":"0001927578","ticker":"NTCL","company_name":"NetClass Technology Inc","form":"6-K","filing_date":"2026-07-30","report_date":"2026-07-30","primary_document":"tm2621734d1_6k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1927578/000110465926088798/tm2621734d1_6k.htm"},"events":[{"id":22293,"run_id":20156,"accession_number":"0001104659-26-088798","anchor_item_number":"EX-99.1","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"NetClass Technology Inc agreed to grant 320,000 Class A ordinary shares to China Outdoor Media Development Limited as consideration for outdoor advertising services, with issuance expected by end of July 2026. This unregistered equity issuance is material to existing shareholders' ownership and voting interests.","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30","form":"6-K","submitted_at":null,"items":[{"id":22196,"accession_number":"0001104659-26-088798","item_number":"EX-99.1","item_title":"tm2621734d1_ex99-1.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"NetClass Technology Inc agrees to grant 320,000 Class A ordinary shares to China Outdoor Media Development Limited as consideration for outdoor advertising services. The shares are to be issued by end of July 2026 and represent a dilutive equity issuance. While framed as service consideration, the core disclosure is the unregistered issuance of a substantial number of shares (320,000 shares) to an external party, which is material to existing shareholders' ownership and voting interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22294,"run_id":20156,"accession_number":"0001104659-26-088798","anchor_item_number":"EX-99.2","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"NetClass Technology Inc entered into a Technology Services Agreement with Gang Zhu providing for equity compensation of 240,000 Class A ordinary shares as consideration for technology services, effective retroactively from February 1, 2026. The material equity grant with conditional vesting tied to service performance affects the company's capital structure and shareholder interests.","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30","form":"6-K","submitted_at":null,"items":[{"id":22197,"accession_number":"0001104659-26-088798","item_number":"EX-99.2","item_title":"tm2621734d1_ex99-2.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This exhibit discloses a Technology Services Agreement between NetClass Technology Inc and Gang Zhu, providing for equity compensation of 240,000 Class A ordinary shares as consideration for technology services. While the agreement is styled as a service contract rather than a traditional executive compensation arrangement, the material equity grant (240,000 shares) and the conditional vesting tied to service performance constitute a compensatory arrangement that would affect a reasonable investor's assessment of the company's capital structure and obligations. The agreement's retroactive effective date (February 1, 2026) and the specific vesting and forfeiture mechanics make this a material disclosure of equity-based compensation.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":22295,"run_id":20156,"accession_number":"0001104659-26-088798","anchor_item_number":"EX-99.3","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"NetClass Technology Inc entered into a consulting services agreement with Zen Song providing for equity compensation of 250,000 Class A ordinary shares as full and complete consideration for technical consulting services, effective retroactively from February 1, 2026. The material equity grant with conditional vesting mechanics affects the company's capital structure and shareholder interests.","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30","form":"6-K","submitted_at":null,"items":[{"id":22198,"accession_number":"0001104659-26-088798","item_number":"EX-99.3","item_title":"tm2621734d1_ex99-3.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This exhibit discloses a consulting services agreement between NetClass Technology Inc and Zen Song that includes equity compensation: 250,000 Class A ordinary shares granted as \"full and complete consideration\" for technical consulting services. While the consultant is not a named executive officer, the material equity grant (250,000 shares) tied to service performance and the conditional vesting mechanism constitute a compensatory arrangement that would affect a reasonable investor's assessment of the company's capital structure and obligations. The agreement's retroactive effective date (February 1, 2026) and the specific vesting/forfeiture mechanics also warrant disclosure as a material arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":22196,"accession_number":"0001104659-26-088798","item_number":"EX-99.1","item_title":"tm2621734d1_ex99-1.htm","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"NetClass Technology Inc agrees to grant 320,000 Class A ordinary shares to China Outdoor Media Development Limited as consideration for outdoor advertising services. The shares are to be issued by end of July 2026 and represent a dilutive equity issuance. While framed as service consideration, the core disclosure is the unregistered issuance of a substantial number of shares (320,000 shares) to an external party, which is material to existing shareholders' ownership and voting interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30"},{"id":22197,"accession_number":"0001104659-26-088798","item_number":"EX-99.2","item_title":"tm2621734d1_ex99-2.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This exhibit discloses a Technology Services Agreement between NetClass Technology Inc and Gang Zhu, providing for equity compensation of 240,000 Class A ordinary shares as consideration for technology services. While the agreement is styled as a service contract rather than a traditional executive compensation arrangement, the material equity grant (240,000 shares) and the conditional vesting tied to service performance constitute a compensatory arrangement that would affect a reasonable investor's assessment of the company's capital structure and obligations. The agreement's retroactive effective date (February 1, 2026) and the specific vesting and forfeiture mechanics make this a material disclosure of equity-based compensation.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30"},{"id":22198,"accession_number":"0001104659-26-088798","item_number":"EX-99.3","item_title":"tm2621734d1_ex99-3.htm","event_type":"exec_compensation","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"This exhibit discloses a consulting services agreement between NetClass Technology Inc and Zen Song that includes equity compensation: 250,000 Class A ordinary shares granted as \"full and complete consideration\" for technical consulting services. While the consultant is not a named executive officer, the material equity grant (250,000 shares) tied to service performance and the conditional vesting mechanism constitute a compensatory arrangement that would affect a reasonable investor's assessment of the company's capital structure and obligations. The agreement's retroactive effective date (February 1, 2026) and the specific vesting/forfeiture mechanics also warrant disclosure as a material arrangement.","classifier_version":"claude-haiku-4-5-20251001+prompt-6be895f9","taxonomy_version":"v1.3","classified_at":"2026-07-31T00:29:51.946593+00:00","company_name":"NetClass Technology Inc","ticker":"NTCL","filing_date":"2026-07-30"}]}