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ACQUISITION OF NETCLASS JAPAN
 6 Months Ended
Mar. 31, 2025
ACQUISITION OF NETCLASS JAPAN  
ACQUISITION OF NETCLASS JAPAN

NOTE 10 — ACQUISITION OF NETCLASS JAPAN

On February 28, 2025, NetClass Technology Inc. (the “Company”) acquired 51% of CreateSolutions Co., Ltd. (“Netclass Japan”), a company incorporated in Japan and principally engaged in software development services. Pursuant to the acquisition agreement, the Company invested JPY 2,550,000 (approximately $17,158) into Netclass Japan for 255 newly issued shares of Netclass, which represents 51% total outstanding shares of Netclass Japan after this round capital injection. As a result of the transaction, the Company obtained control over Netclass Japan and accounted for the acquisition as a business combination under ASC 805, Business Combinations.

Following table illustrate the fair value of the identical assets and liabilities of Netclass as of acquisition date and the gain on acquisition:

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​

​

​

​

​

    

As of

​

​

February 28,

​

​

2025

​

​

Unaudited

Fair value of identical assets and liabilities as of acquisition date

​

$

—

Cash

​

 

34,486

Receivables

​

 

91,722

Intangible assets

​

 

470,697

Payables

​

 

(103,913)

Deferred tax liability

​

 

(67,897)

Net assets at acquisition

​

 

425,095

Less:

​

 

—

Non-controlling interest

​

 

(206,970)

Total consideration paid for acquisition

​

 

(16,928)

​

​

​

​

Gain on acquisition

​

$

201,197

​