Beneficial Ownership Report · SCHEDULE 13G
NETCLASS TECHNOLOGY INC
NTCLNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13G
primary_doc.xml
Subject company
- Company
- NetClass Technology Inc
- Company CIK
- 0001927578
- Street
- Unit 11-03, ABI Plaza,
- City
- 11 Keppel Road
- State / country code
- U0
- Postal code
- 089057
Statement details
- Security class
- Class A Ordinary Shares, $0.0125 par value
- Event date
- 11/06/2026
- Rule designation
- Rule 13d-1(c)
Reporting person 1
- Name
- S.H.N. Financial Investments Ltd.
- Citizenship / organization
- L3
- Reporting person type
- FI
- Aggregate amount owned
- 682,083.00
- Percent of class
- 9.99
- Sole voting power
- 682,083.00
- Shared voting power
- 0.00
- Sole dispositive power
- 682,083.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
Item 1
Issuer
NetClass Technology Inc
Principal executive office address
Unit 11-03, ABI Plaza, 11 Keppel Road, Singapore 089057
Item 2
Citizenship
Israel
Filing person
S.H.N. Financial Investments Ltd.
Principal business or residence address
Herzliya Hills Arik Einstein 3, Israel, 4610301
Item 3
Not applicable indication
Y
Item 4
Percent of class
9.99
Amount beneficially owned
682,083 The amounts in Row (5), (7) and (9) represent 675,000 Class A Ordinary Shares and 7,083 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation. The amounts do not include 2,317,917 Pre-Funded Warrants, subject to a 9.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the Reporting Person is based on 6,820,579 Class A Ordinary Shares, based on the Issuer's Prospectus filed under Rule 424(b)(5) and the Issuer's Report of Foreign Private Issuer on Form 6-K, each filed with the Securities and Exchange Commission on November 6, 2026. Nir Shamir is the Chief Executive Officer of the Reporting Person. As such, Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes.
Sole voting power
682,083
Shared voting power
0
Sole dispositive power
682,083
Shared dispositive power
0
Item 5
Not applicable indication
Y
Item 6
Not applicable indication
Y
Item 7
Not applicable indication
Y
Item 8
Not applicable indication
Y
Item 9
Not applicable indication
Y
Item 10
Not applicable indication
N
Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signature 1
- Reporting person
- S.H.N. Financial Investments Ltd.
- Signed
- /s/ Nir Shamir
- Title
- Nir Shamir, Chief Executive Officer
- Date
- 11/10/2026
Company context
NETCLASS TECHNOLOGY INC was incorporated on January 4, 2022 under the laws of the Cayman Islands. We conduct business primarily through our wholly-owned subsidiaries, NetClass HK in Hong Kong, NetClass China and its subsidiaries in the PRC, and NetClass Asia in Singapore. Our primary offices are located in Shanghai, Hong Kong and Singapore, where we serve a large customer base throughout Hong Kong, PRC and Singapore. We are a B2B (Business-to-Business) smart education specialist, providing IT solutions to schools, training institutions, corporations, government agencies (mainly the Shanghai Municipal Education Commission), and other institutions or corporate customers. We offer SaaS subscription services and application software development. Our solutions modules include teaching management, campus management, data storage and computing system, online teaching, online examination, epidemic prevention and control, EDC (Education Chain) blockchain system, and lecturer evaluation services, etc. Our mission is to provide high-quality and reliable products to our customers to maintain sustainable business growth over the long term.