NTCL · NetClass Technology Inc issued 3,080,000 Class A ordinary shares in two…

NetClass Technology Inc issued 3,080,000 Class A ordinary shares in two concurrent transactions: a $318,000 PIPE at $0.20/share (1,590,000 shares) and share-based compensation to three service providers (1,590,000 shares) for software development and consulting services. The PIPE raised $318,000 in cash, while the service shares represent non-cash consideration valued at $318,000 at the same $0.20 reference price. Total dilution of 3,080,000 shares is massive relative to the $1M market cap, representing approximately 75% of pre-transaction shares outstanding.

• Company issued 1,590,000 Class A ordinary shares at $0.20/share for aggregate cash proceeds of $318,000 (PIPE)
• Company issued 550,000 shares to Forward Sight Company Limited for campus electronic class board system development
• Company issued 540,000 shares to Simeon Fine Company Limited for Chinese language training system development
• Company issued 500,000 shares to LAYOU FORTUNE HOLDING COMPANY LIMITED for AI cloud services consulting