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F-1 ·Filed Apr 20, 2026

NTCL

NetClass Technology Inc
BEARISH
Impact 4/10
Horizonmonths Processed6mo ago SEC0001104659-26-045532
Foreign IPO registration
Actionable Insight ▼ Bearish

Monitor upcoming financial reports for signs of revenue stabilization and watch for developments regarding Chinese regulatory approval for overseas listings, as these factors will significantly impact the stock's viability.

DirectionBearish
Confidencehigh
Horizonmonths
Final — all horizons settled through T+60d
NTCL ▼ -79.22% at T+60d
SHORT call ✓ call won +79.22% · α vs SPY +86.12% · entry $19.20 → $3.99
Entry = T+0 close
Apr 20, 2026
via day close
T+1d
+1.56%
call -1.56% · α -0.55%
$19.50
settled 6mo ago
T+5d
+1.82%
call -1.82% · α -0.74%
$19.55
settled 6mo ago
T+20d
-12.76%
call +12.76% · α +16.97%
$16.75
settled 5mo ago
T+60d
-79.22%
call +79.22% · α +86.12%
$3.99
settled 3mo ago

Executive Summary

NetClass Technology Inc, a Cayman Islands holding company with operations in China, Hong Kong, and Singapore, is registering 27 million Class A shares for resale by selling shareholders. The company operates in the B2B smart education sector, with declining revenue and significant regulatory risks related to its China operations and auditor status.

Key Financial Metrics

Rev Growth
-11.7%

Key Facts

  • Company is a Cayman Islands holding company with operations in China, Hong Kong, and Singapore
  • Revenue declined from $11.1M in 2023 to $9.8M in 2025
  • Company faces significant regulatory risks from Chinese authorities and the HFCAA
  • Selling shareholders are registering 27 million shares for resale, representing 46.6% of outstanding shares
  • Company has a dual-class share structure with CEO holding 66.7% voting power

Financial Impact

Revenue decreased by $1.3M from 2023 to 2025, representing a 11.7% decline

revenueprofitabilitydilution

Risk Factors

  • Chinese regulatory risks could prevent continued listing on U.S. exchanges
  • HFCAA compliance issues could lead to delisting if PCAOB cannot inspect auditors
  • Significant shareholder dilution from resale of 27 million shares

Market Snapshot

Exchange
Nasdaq
Sector
Services-Prepackaged Software

Investment Themes

Software & IT

Documents Analyzed

This report is based on 8 SEC documents filed with EDGAR.

DocumentAccession Number
F-1 Filing (Primary)0001104659-26-045532
Document: tm2611887d1_ex5-1.htm0001104659-26-045532
Document: tm2611887d1_exfilingfees.htm0001104659-26-045532
Document: tm2611887d1_ex23-2.htm0001104659-26-045532
Document: tm2611887d1_ex23-1.htm0001104659-26-045532
Document: 0001104659-26-045532-index-headers.html0001104659-26-045532
Document: 0001104659-26-045532-index.html0001104659-26-045532
Document: 0001104659-26-045532.txt0001104659-26-045532
6 reports for NTCL
Performance horizon
Filters
Rows
Reports for NTCL — sortable, filterable
TypeNow
Oct 26, 2026
today
6-K
NEUTRAL ★ 3/10
$0.6767awaiting T+60—$0.6600 (−2.47%)
Oct 23, 2026
3d ago
6-K
BEARISH ★ 6/10
$0.6570awaiting T+60—$0.6600 (−0.46%)
Oct 9, 2026
17d ago
6-K
NEUTRAL ★ 3/10
$1.09awaiting T+60—$0.6600 (−39.45%)
Jul 22, 2026
13w ago
6-K
NEUTRAL ★ 4/10
$3.41 $0.8700▼ −74.49%▼ −77.75%$0.6600 (−80.65%)
Jun 11, 2026
19w ago
6-K
NEUTRAL ★ 3/10
$0.2651 $0.0422▼ −84.08%▼ −86.87%$0.6600 (+148.96%)
Apr 20, 2026
27w ago
F-1
BEARISH ★ 4/10
$19.20 $3.99▲ +79.22%▲ +86.12%$0.6600 (+96.56%)
Showing 6 of 6

US Market Status

Market Open — Closes in 5h 7m

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Report published Apr 20, 2026