网班科技美股招股说明书(2026-04-30版)

NETCLASSTECHNOLOGY INC Resale of up to 27,027,015 ClassA Ordinary Shares by the Selling Shareholders This prospectus relates to the offer and sale, from time to time, by selling shareholders identified herein (each a “Selling Shareholder” andcollectively the “Selling Shareholders”), of up to 27,027,015 classA ordinary shares, of a par value of $0.00025 each (the “ClassA OrdinaryShares”), of NETCLASSTECHNOLOGY INC (“we,” “us,” “our,” “NetClass,” or the “Company”) issued to the Selling Shareholders (the “ResaleShares”) pursuant to certain securities purchase agreement by and between the Company and the Selling Shareholders dated as of March25, 2026(the “Securities Purchase Agreement”). Our ClassA Ordinary Shares are listed on the Nasdaq Stock Market under the symbol “NTCL.” We areregistering the Resale Shares on behalf of the Selling Shareholders, to be offered and sold by it from time to time. We are not selling any securitiesunder this prospectus, and will not receive any proceeds from the sale of the Resale Shares by the Selling Shareholders pursuant to this prospectus. We are registering the Resale Shares pursuant to the Selling Shareholders’ registration right under the Securities Purchase Agreement. Ourregistration of the Resale Shares does not mean that theSelling Shareholders will sell any of the securities offered hereby. The SellingShareholdersmay offer and sell the Resale Shares in a number of different ways and at varying prices. We provide more information about how theResale Shares may be sold in the section entitled “Plan of Distribution.” Our issued and outstanding share capital is a dual class structure consisting of ClassA Ordinary Shares and classB ordinary shares of a par value ofUS$0.00025 each (the “ClassB Ordinary Shares”). Holders of ClassA Ordinary Shares and ClassB Ordinary Shares shall at all times vote togetheras one class on all matters submitted to a vote by the shareholders at any general meeting of the Company. Each ClassA Ordinary Share shall entitlethe holder thereof to one (1)vote on all matters subject to vote at general meetings of our company and each ClassB Ordinary Share shall entitle theholder thereof to fifty (50) votes on all matters subject to vote at general meetings of our company. Also, each ClassB Ordinary Share is convertibleinto one (1)ClassA Ordinary Share at any time at the option of the holder thereof but in no event shall Class A Ordinary Shares be convertible intoClass B Ordinary Shares. Our ClassA Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “NTCL”. On April15, 2026, the last reported sale price ofour ClassA Ordinary Shares on the Nasdaq Capital Market was $0.4977 per share, and on April15, 2026, we had 57,942,904 ClassA OrdinaryShares including 27,027,015 shares of Resale Shares and 2,000,000 ClassB Ordinary Shares issued and outstanding. See related risk factors in the“Risk Factors” section of this prospectus and as set forth in our most recent annual report on Form20-F for the year ended September30, 2025 filedon February2, 2026 (the “2025 Annual Report”). Investors in our ClassA Ordinary Shares should be aware that they will not and may never directly hold equity interests in any of the PRC,Hong Kong and Singapore operating entities, but rather purchasing equity solely in NetClass, our Cayman Islands holding company. Unless otherwise stated, as used in this prospectus, the terms “NetClass,” “we,” “us,” “our company”, “our Company,” and the “Company” refer toNETCLASSTECHNOLOGY INC, an exempted company with limited liability incorporated under the laws of Cayman Islands. NETCLASSTECHNOLOGY INC or NetClass, is a holding company incorporated in the Cayman Islands. As a holding company with no materialoperations, NetClassconducts a substantial majority of its operations through its subsidiaries established in the PRC, Hong Kong and Singapore.Investors in our ClassA Ordinary Shares should be aware that they will not and may never directly hold equity interests in any of the PRC, HongKong or Singapore operating entities, but rather purchasing equity solely in NetClass, our Cayman Islands holding company. Furthermore,shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are locatedoutside of the United States. Because we have subsidiaries in the PRC which have operations located in the PRC, we are subject to certain legal and operational risksassociated with our operations in the PRC, including changes in the legal, political and economic policies of the PRC government, therelations between the PRC and the United States, or Chinese or United States regulations may materially and adversely affect our business,financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague anduncertain, and therefore, these risks may result in a material change in our operations and the v