SecProbe.io

CORRESP
 1
 filename1.htm

 April 22, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Mergers & Acquisitions

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Blake Grady

 Nicholas Panos

 Re:
 NetClass Technology Inc (the "Company")

 Schedule 13D filed February 14, 2025
by Jianbiao Dai

 File No. 005-94873

 Ladies and Gentlemen:

 We are in receipt of the comment letter dated
April 21, 2025 regarding Schedule 13D filed February 14, 2025 by Jianbiao Dai (the "Reporting Person", or "we")
from the U.S. Securities and Exchange Commission staff (the "Staff"). An Amendment No.1 to the Schedule 13D is being submitted
to accompany this letter. As requested by the Staff, we have provided responses to the questions raised by the Staff. For your convenience,
the summarized matters are listed below, followed by our responses:

 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.

 RESPONSE: We note the Staff's
comment, and, in response hereto, respectfully advise the Staff that we recognize that the Schedule 13D was not filed within the prescribed
five business days following the acquisition date of beneficial ownership. We will take greater care to ensure that future filings under
Schedule 13D, as well as other related filings, are made in a timely manner in accordance with the applicable rules and regulations.

 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

 RESPONSE: We note the Staff's
comment, and, in response hereto, respectfully advise the Staff that we have amended the Schedule 13D to correct the date of event to
December 12, 2024. The Company's registration statement on Form F-1 was declared effective by the Securities and Exchange Commission
on such date, triggering Jianbiao Dai's reporting obligation pursuant to Rule 13d-1(a).

 Item 3, page 1

 3.
 We note your disclosure of "PF." Please revise to disclose the amount of funds or other consideration used in making the purchases disclosed in your Schedule 13D. Refer to Item 3 of Schedule 13D.

 RESPONSE: We note the Staff's
comment, and, in response hereto, respectfully advise the Staff that we have amended the Schedule 13D to disclose that the amount of
funds used in making the purchase disclosed was $1,907,092. No other form of consideration was used.

 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 outside securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona L. Yieh, Esq. of Ortoli Rosenstadt
LLP at wsr@orllp.legal , jye@orllp.legal or yly@orllp.legal.

 Very truly yours,

 By:
 /s/ Jianbiao Dai

 Name:
 Jianbiao Dai

<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>

CORRESP
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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

CORRESP
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NetClass Technology Inc

December 11, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

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:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, NetClass Technology Inc hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on December 12, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    NetClass Technology Inc

    By:
    /s/ Jianbiao Dai

    Name:
    Jianbiao Dai

    Title:
    Chief Executive Officer

CORRESP
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NetClass Technology Inc

November 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

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)

    Withdrawal of Acceleration Request

Dear Ms. Wilson:

Reference is made to our letter, filed as correspondence
via EDGAR on November 22, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
on Form F-1 (the “Registration Statement”) for November 26, 2024 at 4:30 p.m. ET, or as soon as thereafter practicable
in accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended.

We are no longer requesting that such Registration
Statements be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    NetClass Technology Inc

    By:
    /s/ Jianbiao Dai

    Name:
    Jianbiao Dai

    Title:
    Chief Executive Officer

CORRESP
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November 26, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

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)

 Withdrawal of Acceleration Request

Dear Ms. Wilson:

Reference is made to our letter, filed as correspondence
via EDGAR on November 22, 2024, in which we, acting as representative of the underwriters, joined Netclass Technology Inc. in requesting
the acceleration of the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) for November 26, 2024 at 4:30 p.m. ET, or as soon as thereafter.

We are no longer requesting that such Registration
Statements be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    NEWBRIDGE SECURITIES CORPORATION

    By:
    /s/
    Chad Champion

    Name:
    Chad Champion

    Title:
    Senior Managing Director,

    Head of Equity Capital Markets

CORRESP
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VIA EDGAR

November 22, 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 November
26, 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

CORRESP
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NetClass Technology Inc

November 22, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

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:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, NetClass Technology Inc hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, so that such Registration Statement
will become effective at 4:30 p.m., Eastern Time, on November 26, 2024, or as soon thereafter as practicable.

The Company understands that
the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the
fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed public offering of the
securities specified in the Registration Statement.

    Very truly yours,

    NetClass Technology Inc

    By:
    /s/ Jianbiao Dai

    Name:
    Jianbiao Dai

    Title:
    Chief Executive Officer

CORRESP
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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

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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NetClass Technology Inc

6F, Building A, 1188 Wan Rong Road

Shanghai, People’s Republic of China 200436

May 16, 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

    Registration Statement on Form F-1

    Filed March 26, 2024

    File No. 333-278224

Dear Ms. Wilson:

This letter is in response to your letter on April
24, 2024 in which you provided a comment to the 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 March 26, 2024. On the date hereof, the Company has submitted
an Amendment No. 1 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.

Registration Statement on Form F-1 filed
March 26, 2024

Risk Factors, page 21

    1.

    We note that the Company is focused on development
    of products that are powered by artificial intelligence. Please include risk factor disclosure that addresses the risks associated with
    your use of artificial intelligence in the context of your business. Discuss the status of the development of your AI-assisted English
    learning system for your education clients and the risks or uncertainties of developing that system such as the use of open source technology.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have added risk factors associated with our use of artificial intelligence
under “If we cannot continue to innovate or fail to adapt to changes in our industry, our business, financial condition, and results
of operations would be materially and adversely affected” on page 44, “We utilize artificial intelligence, which could expose
us to liability or adversely affect our business” on page 44 and “We need to continue to expend time, money, and resources
into our and our institutions’ information technology, which may place a strain on our capacity that could adversely affect our
systems, controls, and operating efficiency, and those of our institutions” on page 45. We further advise the Staff that we have
added an additional risk factor regarding the risks and uncertainties of the usage of open source technology under “We may be subject
to intellectual property infringement claims, which may be expensive to defend and may disrupt our business and operations” on page
41. We also have updated the status of the development of the AI-assisted English learning system on page 72.

We may be subject to additional reporting
requirements..., page 45

    2.

    You state that you believe that your reporting
obligation was suspended automatically on October 1, 2023 in connection with your prior registration statement on Form F-1 that went
effective by operation of law on April 17, 2023. Please qualify your belief here and in the risk factor discussion with the fact that
you never filed a Form 20-F during the year that your registration statement went effective through operation of law creating uncertainty
that you complied with the reporting requirements of Section 15(d) of the Exchange Act. See Exchange Act Rule Compliance and Disclosure
Interpretation Question 153.03. In addition, please expand your risk factor to address the potential impact of failing to file the Form
20-F on the effectiveness of your disclosure controls and procedures.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised our disclosure to include the fact that we have not filed
a Form 20-F during the year that our registration statement went effective and the uncertainty involved through operation of law.
We further advise the Staff that have expanded the risk factor “We may be subject to additional reporting requirements if we are
deemed as a reporting company under section 15(d) of the Exchange Act” on page 46 to address the potential impact of failing to
file the Form 20-F on the effectiveness of our disclosure controls and procedures.

Management's Discussion and Analysis of
Financial Condition and Results of Operations, page 59

    3.

    Please revise and update your discussion of
    the impact of COVID-19 pandemic to specifically address any material impact on the company in the periods presented. Also make any relevant
    changes in the risk factors regarding COVID-19.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the discussion of the impact of COVID-19 pandemic and its
effect to the income and profit of our company during the fiscal years ended September 30, 2023 and 2022 on page 60.

Business, page 71

    4.

    Please disclose the material terms of the AI
    Technical Development Service Agreement.

RESPONSE: We note the Staff’s comment, and
in response thereto, respectfully advise the Staff that we have disclosed the material terms of the AI Technical Development Service Agreement
on page 72 and filed it as Exhibit 10.9.

Customers and Suppliers, page 79

    5.

    Please disclose the material terms of your
    agreements with the two significant customers, Gallop Trading Limited and Shanghai Detuo Information Technology Co., Ltd, that comprised
    53.7% of your revenue in 2023. We note general disclosure that some of your contracts with customers permit termination at any time and
    range from a term of one to three years. Discuss the term and termination provisions of your agreements with these specific customers
    and file the agreements as exhibits.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have revised the description in page 81 in regard to this two customers’
purchase agreements to state the purchase agreements of these two customers have been successfully executed and accepted in 2023. We further
advise the Staff that the unilateral termination clause stemming from such customer contracts from 2022 to 2023 no longer exists as of
the date of this response. Moreover, we respectfully advise the Staff that there were no instances of customers terminating the agreements
during the fiscal years ended September 30, 2022 and 2023. Consequently, we have modified the related description on page 81. We have
also file the form of agreements with each of Gallop Trading Limited and Shanghai Detuo Information Technology Co., Ltd as Exhibit 10.10
and Exhibit 10.11.

Description of Share Capital Listing, page
128

    6.

    You state that your offering is conditioned
    upon Nasdaq Capital Market’s final approval of your listing application, which you distinguish from the “actual listing on
    the Nasdaq Capital Market.” You further note 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, the Class A ordinary shares will be listed.
    Please discuss any uncertainties regarding the actual listing of your shares on Nasdaq, including your ability to sell the number of Class
    A ordinary shares in the offering to satisfy the applicable listing criteria.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that in regard to satisfying the initial listing criteria of Nasdaq, we have updated
in the risk factor section on page 53 to include uncertainties regarding the actual listing on Nasdaq under “If we cannot satisfy,
or continue to satisfy, the initial 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 not be listed or may be delisted, which
could negatively impact the price of our securities and your ability to sell them” and on page 129.

Basis of consolidation, page F-9

    7.

    You disclose that subsidiaries are those entities
    in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial
    and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at
    the meeting of directors. Please revise your disclosures to clarify whether you rely on contractual arrangements with the variable interest
    entities and its shareholders for the operation of any of your subsidiaries. We refer you to ASC 810-10-50.

RESPONSE:  We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have added description of the control method in Basis of consolidation
on page F-9.

Prepayment and other assets, page F-10

    8.

    You disclose that prepayment and other assets
    primarily consist of prepaid expenses, rents deposit, loans to third-parties, security deposits made to customers and advances to employees.
    Please provide us with a detailed breakdown of your prepayment and other assets.

RESPONSE:  We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the breakdown of prepayment and
other assets as of September 30, 2023 and 2022 is as below:

    September 30, 2023
    September 30, 2022

    Prepaid expenses
    $ 407,737
    $ 11,127

    Security deposits
      14,755
      10,236

    Rental deposits
      5,097
      -

    Prepaid VAT
      11,814
      16,573

    Employees loans and others
      1,124
      -

    Total
    $ 440,527
    $ 37,936

Consolidated Financial Statements

Note 4. Receivables from the Sale of Shares,
page F-20

    9.
    We note that on September 20, 2023, the Company issued 760,000 ordinary shares at the price of $2.50 per share to Dragonsoft Holding Limited, a company wholly owned by Mr. Jianbiao Dai (Chief Executive Officer and Chairman of the Company), for subscription of shares in cash consideration. We further note that subsequently on October 5, 2023, instead of direct capital injection to the Company, Dragonsoft Holding Limited made the payment of HK$15,000,000 (approximately $1,900,000, equivalent to the cash consideration for sale of shares) to an AI development supplier on behalf of the Company as a deposit for an AI Technical Development Service Agreement entered on October 2, 2023, approved by the Board of Directors. Please explain the terms and conditions associated with the AI Technical Development Service Agreement. Clarify whether the AI development supplier is an independent third-party or a related party. Tell us your consideration of filing the AI Technical Development Service Agreement as an Exhibit.

RESPONSE:  We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that the AI development supplier is an independent third party. The supplier was
once a minority shareholder of NetClass Technology Inc. On May 30, 2022, the supplier disposed all of its shares to other investors prior
to the completion of reorganization of the group and has had no influence on the operation of the Group for the years ended September
30, 2023 and 2022. We have revised the disclosure on pages 41, 72, 116 and F-20 accordingly. In addition, we have summarized the material
terms of the AI Technical Development Service Agreement on page F-20, and filed it as Exhibit 10.9.

Note 5. Advances to Vendors, page F-20

    10.

    Please help us better understand the nature
    and terms associated with your prerepayments for technical service and IT equipment.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have added detail introduction of the advance to vendors in the “SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES” on page F-10.

Exhibits

    11.

    We note the opinion filed as Exhibit 5.1 states
    that the Sale Shares will be fully paid and non-assessable. Please have counsel provide an opinion that the shares of common stock being
    offered by the selling shareholders are validly issued in addition to being fully paid, and nonassessable. Refer to Staff Legal Bulletin
    No. 19 for guidance.

RESPONSE:   We note the Staff’s comment,
and in response thereto, respectfully advise the Staff that we have updated the 5.1 opinion to include the statement that the securities
being offered by the selling shareholders are validly issued.

General

    12.

    Please supplementally provide us with copies
    of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
    present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

RESPONSE:   We note the Staff’s comment,
and in response thereto respectfully advise the Staff that we will furnish the Staff with supplemental copies of all written communications
that the Company or its authorized agent have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act if any becomes available in the future.

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