NTCL · NetClass Technology Inc

NetClass Technology Inc, a Cayman Islands exempted company with headquarters in Singapore, executed a Securities Purchase Agreement on March 25, 2026, committing to issue 27,027,015 Class A Ordinary Shares at a fixed purchase price of US$0.222 per share, representing gross proceeds of approximately US$6 million before placement agent fees. This private placement targets multiple institutional and accredited investors or non-U.S. persons, with shares delivered in book-entry form bearing restrictive legends. The transaction relies on established U.S. securities law exemptions—Section 4(a)(2) of the Securities Act and Regulations D/S—avoiding public registration requirements. Closing is scheduled for 10:00 a.m. New York time within two Business Days post-agreement, subject to standard conditions in Sections 7 and 8, including buyer certifications as accredited investors or non-U.S. persons via Exhibits A and B. Revere Securities LLC serves as exclusive placement agent under a concurrent agreement, earning a 4% cash fee on gross proceeds, 1% non-accountable expenses, and a US$50,000 advisory fee (net of prior US$10,000 payment), plus up to US$100,000 reimbursable out-of-pocket costs. This financing provides immediate non-dilutive capital access at a defined discount to market, though the low per-share price signals potential valuation pressures. Buyers conducted due diligence, reviewed SEC filings, and affirmed no short sales or general solicitation involvement, underscoring a targeted, compliant raise for liquidity or growth initiatives.