Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Netclass Technology Inc (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G6427C108 (CUSIP Number) |
Jianbiao Dai 6F Building A, 1188 Wan Rong Road Shanghai, F4, 200436 86-021-61806588 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/12/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G6427C108 |
| 1 |
Name of reporting person
Jianbiao Dai | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
6,369,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
40.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
[1] Dragonsoft Holding Limited, a British Virgin Islands business company, holds 6,369,500 class A ordinary shares and 2,000,000 class B ordinary shares of the Company. Jianbiao Dai is the sole shareholder and sole director of Dragonsoft Holding Limited and is deemed the beneficial owner of the 6,369,500 class A ordinary shares and 2,000,000 class B ordinary held by Dragonsoft Holding Limited.[2] The calculation above is based on 15,830,000 class A ordinary shares issued and outstanding as of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares |
| (b) | Name of Issuer:
Netclass Technology Inc |
| (c) | Address of Issuer's Principal Executive Offices:
6F Building A, 1188 Wan Rong Road, Shanghai,
CHINA
, 200436. |
| Item 2. | Identity and Background |
| (a) | Jianbiao Dai |
| (b) |
c/o Netclass Technologies Inc.,6F, Building A, 1188 Wan Rong Road, Shanghai, People's Republic of China |
| (c) | Jianbiao Dai: Chief Executive Officer, Director, and the chairman of Netclass Technologies Inc. with the principle business address of 6F, Building A, 1188 Wan Rong Road, Shanghai, People's Republic of China |
| (d) | No |
| (e) | No |
| (f) | China |
| Item 3. | Source and Amount of Funds or Other Consideration |
PF. The amount of funds used in making the purchase was $1,907,092. No other form of consideration was used. | |
| Item 4. | Purpose of Transaction |
Jianbiao Dai is the CEO, director, and chairman of the board of the issuer. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 6,369,500; 40.24% |
| (b) | 6,369,500; 40.24% |
| (c) | Jianbiao Dai has not engaged in any transaction in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (SS 240.13d-101), whichever is less. |
| (d) | not applicable |
| (e) | not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Jianbiao Dai received 5,609,500 Class A ordinary shares from the issuer on January 4, 2022 (after giving effect to the reorganization completed on July 26, 2022) as founder shares, and acquired 760,000 Class A ordinary shares at $2.50 per share from the issuer on September 20, 2023. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit A - Subscription Agreement by and between Dragonsoft Holding Limited and the Issuer dated September 20, 2023 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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