SCHEDULE: NetClass Tech Shareholder Gifts 145K Class A Shares

Jianbiao Dai, through Dragonsoft Holding Limited, gifted 145,000 Class A ordinary shares of NetClass Technology Inc. to an individual, reducing his beneficial ownership percentage.

Summary

• Jianbiao Dai, through Dragonsoft Holding Limited, transferred 145,000 Class A ordinary shares of NetClass Technology Inc. as a gift to an individual.
• The transfer was initiated on August 29, 2025, and completed on September 3, 2025.
• The transactions were conducted off-market via privately arranged transfers, without involving brokerage or exchange platforms.
• Following the transfer, Jianbiao Dai, as the sole shareholder and director of Dragonsoft Holding Limited, beneficially owns 5,494,500 Class A ordinary shares and 2,000,000 Class B ordinary shares.
• This represents 29.72% of the Class A ordinary shares, based on 18,487,030 Class A shares issued and outstanding as of the filing date.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a routine amendment to beneficial ownership due to a gift transfer, which does not inherently indicate positive or negative sentiment for the company's operations or financial health.

Negatives

• Jianbiao Dai's beneficial ownership of Class A ordinary shares decreased by 145,000 shares, resulting in a reduction of his percentage ownership from a prior, higher level to 29.72%.

Future Outlook

No forward-looking statements or guidance were provided in this filing.

Industry Context

This filing pertains to an individual shareholder's beneficial ownership change and does not provide information relevant to broader industry trends or competitive landscape.

Related Party Transactions

• Dragonsoft Holding Limited, an entity controlled by Jianbiao Dai (a significant beneficial owner), transferred 145,000 Class A ordinary shares as a gift to an individual. The filing does not specify the relationship of this individual to Jianbiao Dai or Dragonsoft Holding Limited.

Stakeholder Impact

• Shareholders: The percentage of Class A shares beneficially owned by Jianbiao Dai decreased slightly, which could be interpreted as a minor adjustment in a key insider's stake, though his overall control remains substantial.
• Company: No direct operational or financial impact on NetClass Technology Inc. is indicated by this ownership change.

Key Dates

Recommendation

This filing is a routine amendment to a Schedule 13D, reporting a gift transfer of shares by a significant beneficial owner. It does not contain information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The slight reduction in beneficial ownership by a key insider, while noted, does not fundamentally alter the investment thesis for NetClass Technology Inc. without further context.

Keywords

NetClass Technology Inc., Jianbiao Dai, Dragonsoft Holding Limited, Schedule 13D/A, Class A Ordinary Shares, Share Transfer, Beneficial Ownership, Insider Transaction, Gift Transfer