UPLOAD Filing
NetClass Technology Inc
Date: April 21, 2025 · CIK: 0001927578 · Accession: 0000000000-25-004213
AI Filing Summary & Sentiment
Reasoning
Letter
Re: NetClass Technology Inc Schedule 13D filed February 14, 2025 by Jianbiao Dai File No. 005-94873 Dear Jianbiao Dai:
April 21, 2025
Jianbiao Dai Reporting Person NetClass Technology Inc 6F, Building A, 1188 Wan Rong Road Shanghai, F4, 200436
We have conducted a limited review of the above-captioned filing and have the following comments.
Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comments apply to your facts and circumstances or that an amendment is appropriate, please advise us why in a response letter.
After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments.
Schedule 13D filed February 14, 2025 General
1. We note that the event reported as requiring the filing of the Schedule 13D was December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024 event date, the Schedule 13D submitted on February 14, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. 2. The cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date of the event that required this filing to have been made. Please advise us how this date was determined. Item 3, page 1
3. We note your disclosure of "PF." Please revise to disclose the amount of funds or April 21, 2025 Page 2
other consideration used in making the purchases disclosed in your Schedule 13D. Refer to Item 3 of Schedule 13D. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at 202-551-3266.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 21, 2025 Jianbiao Dai Reporting Person NetClass Technology Inc 6F, Building A, 1188 Wan Rong Road Shanghai, F4, 200436 Re: NetClass Technology Inc Schedule 13D filed February 14, 2025 by Jianbiao Dai File No. 005-94873 Dear Jianbiao Dai: We have conducted a limited review of the above-captioned filing and have the following comments. Please respond to this letter by amending the filing or by providing the requested information. If you do not believe our comments apply to your facts and circumstances or that an amendment is appropriate, please advise us why in a response letter. After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments. Schedule 13D filed February 14, 2025 General 1. We note that the event reported as requiring the filing of the Schedule 13D was December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024 event date, the Schedule 13D submitted on February 14, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required five business days after the date of the acquisition. 2. The cover page of the above-captioned Schedule 13D indicates that December 31, 2024 was the date of the event that required this filing to have been made. Please advise us how this date was determined. Item 3, page 1 3. We note your disclosure of "PF." Please revise to disclose the amount of funds or April 21, 2025 Page 2 other consideration used in making the purchases disclosed in your Schedule 13D. Refer to Item 3 of Schedule 13D. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Blake Grady at 202-551-8573 or Nicholas Panos at 202-551-3266. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions </TEXT> </DOCUMENT>