Correspondence 0001104659-24-070143 from NetClass Technology Inc (NTCL)
NetClass Technology Inc
Date: June 11, 2024 · CIK: 0001927578 · Accession: 0001104659-24-070143
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-278224
Letter
Division of Corporation Finance Office of Technology NetClass Technology Inc Amendment No.1 to Registration Statement on Form F-1 Filed May 16, 2024 File No. 333-278224
Dear Ms. Wilson:
This letter is in response to your letter on May 31, 2024 in which you provided a comment to the Amendment No.1 to Registration Statement on Form F-1 (the “F-1”) of NetClass Technology Inc (the “Company”) filed with the U.S. Securities and Exchange Commission on May 16, 2024. On the date hereof, the Company has submitted an Amendment No. 2 to the Registration Statement on Form F-1 (“Form F-1/A”). We set forth below in bold the comment in your letter relating to the Registration Statement followed by our responses to the comments.
Amendment No. 1 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.
RESPONSE: We note the Staff’s comment, and in response thereto, respectfully advise the Staff that because the approval of the listing application by Nasdaq Capital Market will not be conditional. The closing of the offering is conditioned upon Nasdaq Capital Market’s approval of our listing application, and there is no guarantee or assurance that our Class A ordinary shares will be approved for listing on Nasdaq Capital Market. We will not consummate and close this offering without a listing approval letter from Nasdaq Capital Market. We have revised the disclosure on the cover page and on page 20, 129 and 151 accordingly.
Lastly, we have also revised the risk factor “If we cannot continue to satisfy the continued listing requirements and other rules of Nasdaq Capital Market, although we exempt from certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may be delisted, which could negatively impact the price of our securities and your ability to sell them” on page 53
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq. or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
Sincerely,
/s/ Jianbiao Dai
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NetClass Technology Inc
6F, Building A, 1188 Wan Rong Road
Shanghai, People’s Republic of China 200436
June 11,
2024
Division of
Corporation Finance
Office of Technology
U.S. Securities
and Exchange Commission
Washington, D.C. 20549-4720
Attn: Charli Wilson
Re:
NetClass Technology Inc
Amendment
No.1 to Registration Statement on Form F-1
Filed
May 16, 2024
File No. 333-278224
Dear Ms. Wilson:
This
letter is in response to your letter on May 31, 2024 in which you provided a comment to the Amendment No.1 to Registration
Statement on Form F-1 (the “F-1”) of NetClass Technology Inc (the “Company”) filed with the U.S. Securities
and Exchange Commission on May 16, 2024. On the date hereof, the Company has submitted an Amendment No. 2 to the Registration
Statement on Form F-1 (“Form F-1/A”). We set forth below in bold the comment in your letter relating to the Registration
Statement followed by our responses to the comments.
Amendment
No. 1 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.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that because the approval of the listing application
by Nasdaq Capital Market will not be conditional. The closing of the offering is conditioned upon Nasdaq Capital Market’s approval
of our listing application, and there is no guarantee or assurance that our Class A ordinary shares will be approved for listing
on Nasdaq Capital Market. We will not consummate and close this offering without a listing approval letter from Nasdaq Capital Market.
We have revised the disclosure on the cover page and on page 20, 129 and 151 accordingly.
Lastly, we have also revised the risk factor “If
we cannot continue to satisfy the continued listing requirements and other rules of Nasdaq Capital Market, although we exempt from
certain corporate governance standards applicable to US issuers as a Foreign Private Issuer, our securities may be delisted, which could
negatively impact the price of our securities and your ability to sell them” on page 53
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq. or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal
or jye@orllp.legal.
Sincerely,
/s/ Jianbiao Dai
Jianbiao Dai
Chief Executive Officer