SEC Comment Letter 0000000000-24-006284 to NetClass Technology Inc (NTCL)
NetClass Technology Inc
Date: May 31, 2024 · CIK: 0001927578 · Accession: 0000000000-24-006284
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278224
Letter
United States securities and exchange commission logo May 31, 2024 Jianbiao Dai Chief Executive Officer NetClass Technology Inc 6F, Building A 1188 Wan Rong Road Shanghai, People’s Republic of China 200436 Re:NetClass Technology Inc Amendment No. 2 to Registration Statement on Form F-1 Filed May 16, 2024 File No. 333-278224 Dear Jianbiao Dai: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 24, 2024 letter. Amendment No. 2 to Registration Statement on Form F-1 General 1.We note your response to prior comment 6. Please clarify on the cover page whether any final approval of the listing application by Nasdaq Capital Market will be conditional. You state that the listing approval letter will serve only to confirm that, if you sell a number of Class A ordinary shares in this offering sufficient to satisfy applicable listing criteria, your Class A ordinary shares will in fact be listed. Disclose whether this offering is necessary to meet the initial listing requirements of Nasdaq. Disclose whether this offering will be consummated before the actual listing and trading of Class A ordinary shares on Nasdaq.
FirstName LastNameJianbiao Dai Comapany NameNetClass Technology Inc May 31, 2024 Page 2 FirstName LastName Jianbiao Dai NetClass Technology Inc May 31, 2024 Page 2 Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551- 3488 if you have questions regarding comments on the financial statements and related matters. Please contact Charli Wilson at 202-551-6388 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Grace Bai
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United States securities and exchange commission logo
May 31, 2024
Jianbiao Dai
Chief Executive Officer
NetClass Technology Inc
6F, Building A
1188 Wan Rong Road
Shanghai, People’s Republic of China 200436
Re:NetClass Technology Inc
Amendment No. 2 to Registration Statement on Form F-1
Filed May 16, 2024
File No. 333-278224
Dear Jianbiao Dai:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 24, 2024 letter.
Amendment No. 2 to Registration Statement on Form F-1
General
1.We note your response to prior comment 6. Please clarify on the cover page whether any
final approval of the listing application by Nasdaq Capital Market will be conditional.
You state that the listing approval letter will serve only to confirm that, if you sell a
number of Class A ordinary shares in this offering sufficient to satisfy applicable listing
criteria, your Class A ordinary shares will in fact be listed. Disclose whether this offering
is necessary to meet the initial listing requirements of Nasdaq. Disclose whether this
offering will be consummated before the actual listing and trading of Class A ordinary
shares on Nasdaq.
FirstName LastNameJianbiao Dai
Comapany NameNetClass Technology Inc
May 31, 2024 Page 2
FirstName LastName
Jianbiao Dai
NetClass Technology Inc
May 31, 2024
Page 2
Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related
matters. Please contact Charli Wilson at 202-551-6388 or Jan Woo at 202-551-3453 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Grace Bai