NETCLASS TECHNOLOGY INC Announces Full Exercise of Over-Allotment Option

Rhea-AI Summary

NETCLASS TECHNOLOGY announced the full exercise of the over-allotment option by its IPO underwriters to purchase an additional 270,000 Class A ordinary shares at $5.00 per share, generating extra gross proceeds of $1.35 million. The total IPO size increased to 2,070,000 shares with gross proceeds of $10.35 million before expenses.

The company's shares began trading on the Nasdaq Capital Market under the symbol 'NTCL' on December 13, 2024. The offering was conducted on a firm commitment basis with Newbridge Securities and Revere Securities as underwriters. The over-allotment option closing occurred on January 03, 2025.

NETCLASS is a B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, and Singapore. The SEC declared the registration statement effective on December 12, 2024.

Positive

• Successfully completed IPO raising $10.35 million in gross proceeds
• Full exercise of over-allotment option indicates strong market demand
• Achieved Nasdaq Capital Market listing

Negative

• Gross proceeds reported before deducting underwriting discounts and expenses

Insights

IPO Analyst

This full exercise of the over-allotment option represents strong institutional confidence in NETCLASS's market position. The additional $1.35 million brings total gross proceeds to $10.35 million, strengthening the company's capital position. The successful IPO at $5.00 per share and complete uptake of greenshoe option indicates robust demand. The B2B smart education IT solutions sector shows promise, particularly with the company's strategic presence across Shanghai, Hong Kong and Singapore markets.

For context, when underwriters exercise their over-allotment option fully, it typically signals strong market reception and price stability post-IPO. This additional capital provides NETCLASS with enhanced operational flexibility and potential for strategic growth initiatives in the competitive EdTech space. However, investors should note the relatively modest size of the offering in the broader market context.

Market Strategist

The timing and execution of this IPO deserve careful analysis. Launching in December 2024 with a successful over-allotment exercise in early 2025 demonstrates calculated market entry. The 15% greenshoe option (270,000 shares) absorption suggests institutional investors see upside potential in NETCLASS's business model.

The firm commitment underwriting structure, backed by both Newbridge Securities and Revere Securities, adds credibility to the offering. With a current market cap of $106.7 million, NETCLASS enters the market as a small-cap player, but one with multi-regional Asian market exposure that could attract growth investors. The successful completion of both the primary offering and over-allotment provides a solid foundation for price stability in early trading phases.

SHANGHAI and HONG KONG, Jan. 03, 2025 (GLOBE NEWSWIRE) -- NETCLASS TECHNOLOGY INC (the “Company” or “NETCLASS”), a leading B2B smart education IT solutions provider with offices in Shanghai, Hong Kong, and Singapore, today announced that the underwriters of its previously announced initial public offering (the “Offering”) have exercised their over-allotment option (the “Over-Allotment Option”) in full to purchase an additional 270,000 Class A ordinary shares at the public offering price of $5.00 per share, resulting in additional gross proceeds of $1.35 million. After giving effect to the full exercise of the Over-Allotment Option, the total number of ordinary shares sold by the Company in the Offering increased to 2,070,000 Class A ordinary shares and the gross proceeds increased to $10.35 million, before deducting underwriting discounts and other related expenses. The Over-Allotment Option closing date was January 03, 2025. Shares of the Company’s stock began trading on the Nasdaq Capital Market under the symbol “NTCL” on December 13, 2024.

The Offering was conducted on a firm commitment basis. Newbridge Securities Corporation and Revere Securities, LLC (the “Underwriters”) acted as Underwriters to the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company, and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to Newbridge Securities Corporation, who acted as the representative of the Underwriters in connection with the Offering.

A registration statement on Form F-1 (File No. 333-278224) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December 12, 2024. A final prospectus relating to the offering was filed with the SEC is available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus relating to this offering may be obtained from Newbridge Securities Corporation, Attention: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com or by telephone at (877) 447-9625.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About NETCLASS TECHNOLOGY INC

NETCLASS TECHNOLOGY INC is a leading B2B smart education specialist with offices in Shanghai, Hong Kong, and Singapore, providing innovative IT solutions to schools, training institutions, corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development, with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the U.S. Securities and Exchange Commission.

For investor and media inquiries, please contact:

NETCLASS TECHNOLOGY INC
Investor Relations
Email: ir@netclasstech.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

How much did NETCLASS (NTCL) raise in its IPO including the over-allotment option?

NETCLASS raised total gross proceeds of $10.35 million, including $1.35 million from the full exercise of the over-allotment option, at $5.00 per share.

When did NETCLASS (NTCL) stock begin trading on Nasdaq?

NETCLASS stock began trading on the Nasdaq Capital Market under the symbol 'NTCL' on December 13, 2024.

How many additional shares were sold through NTCL's over-allotment option?

The over-allotment option resulted in the sale of an additional 270,000 Class A ordinary shares, bringing the total shares sold to 2,070,000.

What was the IPO price per share for NETCLASS (NTCL)?

The public offering price was $5.00 per Class A ordinary share.

When did NTCL's over-allotment option close?

The over-allotment option closing date was January 03, 2025.