Correspondence 0001104659-24-127551 from NetClass Technology Inc (NTCL)
NetClass Technology Inc
Date: Dec. 11, 2024 · CIK: 0001927578 · Accession: 0001104659-24-127551
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File numbers found in text: 333-278224
Letter
Re: NetClass Technology Inc
VIA EDGAR
December 11, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, D.C. 20549
Attn Charli Wilson
Registration Statement on Form F-1, as amended (File No. 333-278224)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), Newbridge Securities Corporation acting as representative of the underwriters, hereby joins NetClass Technology Inc. in requesting acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on December 12, 2024, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated September 18, 2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The undersigned confirm that it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
Very truly yours,
NEWBRIDGE SECURITIES CORPORATION
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VIA EDGAR
December 11, 2024
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, D.C. 20549
Attn
Charli Wilson
Re: NetClass Technology Inc
Registration Statement on Form F-1, as amended (File No. 333-278224)
Request for Acceleration of Effectiveness
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”),
Newbridge Securities Corporation acting as representative of the underwriters, hereby joins NetClass Technology Inc. in requesting acceleration
of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on December
12, 2024, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act,
we wish to advise you that we have distributed as many copies of the preliminary prospectus dated September 18, 2024, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.
The undersigned confirm that it has complied and
will continue to comply with, and it has been informed or will be informed by participating dealers that it has complied or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
Very truly yours,
NEWBRIDGE SECURITIES CORPORATION
By:
/s/ Chad Champion
Name:
Chad Champion
Title:
Senior Managing Director, Head of Equity
Capital Markets