网班美股招股说明书(2024-12-13版)

NETCLASS TECHNOLOGY INC This prospectus relates to the resale of in aggregate of 2,025,000 Class A ordinary shares, which consists of 750,000Class A ordinary shares held by Lang Wide Investment INC, 750,000 Class A ordinary shares held by HKZhongzhao Investment Group Co Limited, and 525,000 Class A ordinary shares held by Trusvision CompanyLimited. We will not receive any of the proceeds from the sale of Class A ordinary shares by these shareholders. Our Class A ordinary shares have been approved to list on the Nasdaq Capital Market under the symbol “NTCL” We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and wehave elected to comply with certain reduced public company reporting requirements. Our issued and outstanding share capital is a dual class share structure consisting of 13,760,000 Class A ordinaryshares and 2,000,000 Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares shallat all times vote together as one class on all matters submitted to a vote by the shareholders at any general meetingof the Company. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subjectto vote at general meetings of our company and each Class B ordinary share shall entitle the holder thereof to fifteen(15) votes on all matters subject to vote at general meetings of our company. Also, each Class B ordinary share isconvertible into one (1) Class A ordinary share at any time at the option of the holder thereof but Class A ordinaryshares are not convertible into Class B ordinary shares under any circumstances. Investing in our Class A ordinary shares involves a high degree of risk. Before buying any Class A ordinaryshares, you should carefully read the discussion of material risks of investing in our Class A ordinary sharesin “Risk Factors” beginning on page 21 of this prospectus. NETCLASS TECHNOLOGY INC or NetClass, is a holding company incorporated in the Cayman Islands.As a holding company with no material operations, NetClass conducts a substantial majority of its operationsthrough its subsidiaries established in the PRC and in Hong Kong. Investors in our Class A ordinary sharesshould be aware that they will not and may never directly hold equity interests in any of the PRC and HongKong operating entities, but rather purchasing equity solely in NetClass, our Cayman Islands holdingcompany. Furthermore, shareholders may face difficulties enforcing their legal rights under United Statessecurities laws against our directors and officers who are located outside of the United States. See “RiskFactors – Risks Related to Doing Business in the PRC –You may have difficulty enforcing judgments obtainedagainst us” on page 48. Because we have subsidiaries in the PRC which have operations located in the PRC, we are subject to certainlegal and operational risks associated with our operations in the PRC, including changes in the legal, politicaland economic policies of the PRC government, the relations between the PRC and the United States, orChinese or United States regulations may materially and adversely affect our business, financial conditionand results of operations. PRC laws and regulations governing our current business operations are sometimesvague and uncertain, and therefore, these risks may result in a material change in our operations and thevalue of our Class A ordinary shares, or could significantly limit or completely hinder our ability to offer orcontinue to offer our securities to investors and cause the value of such securities to significantly decline or beworthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulatebusiness operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over the PRC-based companies listed overseas using a variableinterest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expandingthe efforts in anti-monopoly enforcement.As confirmed by our PRC counsel, Grandall Law Firm, we willnot be subject to cybersecurity review with the Cyberspace Administration of the PRC (the “CAC”) underthe Cybersecurity Review Measures, which became effective on February 15, 2022, since we currently do nothave over one million users’ personal information and do not anticipate that we will be collecting over onemillion users’ personal information in the foreseeable future, which we understand might otherwise subjectus to the Cybersecurity Review Measures; we are also not subject to cybersecurity review by the CAC if theDraft Regulations on the Network Data Security Administration are enacted as proposed, since we currentlydo not have over one million users’ personal information and do not collect data that affects or may affectnational security and we do not anticipate that we will be collecting over one millio