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SUBSEQUENT EVENTS

6 Months Ended

12 Months Ended

Mar. 31, 2025

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based on the review, the Company did not identify any material subsequent event except disclosed below that is required disclosure in the CFS.

On July 18, 2025, the Company established a 100% owned subsidiary in Singapore under name of “Netclass International Pte. Ltd.” The subsidiary is engaged in AI application service, AI computing power sales and block chain application service.

On August 1, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor relating to the issuance and sale of (a) a convertible promissory note (“the Note”) in the principal amount of $2,200,000, at a purchase price of $2,000,000, convertible into Class A ordinary shares, par value $0.00025 per share of the Company; and (b) 1,069,500 Class A Ordinary Shares (the “Pre-Delivery Shares”), at a purchase price of $0.00025 per share (together, the “Offering”). The Note has a conversion price equal to 88% of the lowest daily VWAP (the dollar volume-weighted average price for ordinary shares on the Nasdaq Capital Market) during the ten (10) consecutive trading days immediately preceding the conversion date or other date of determination, but not lower than US$0.7106 per Class A Ordinary Share (the “Floor Price”). On August 4, 2025, the offering was closed.

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NOTE 12 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based on the review, the Company did not identify any material subsequent event except disclosed below that is required disclosure in the CFS.

On December 16, 2024, the Company closed its initial public offering (the “IPO”) of 2,070,000 Class A ordinary shares, par value $0.00025 per share for gross proceeds of $10.35 million. The following table sets forth a pro forma financial statements as of September 30, 2024 to give effect to this offering, after deducting the underwriting discounts and other offering expenses paid by us.

Pro forma balance sheet as of September 30, 2024

​	​	​	​	​	​	​	​	​	​
​		Actual			Adjustment			Pro forma
Cash	​	$	410,716	​	$	7,852,813	​	$	8,263,529
Restricted cash	​		4,564	​		—	​		4,564
Accounts receivable, net	​		5,298,006	​		—	​		5,298,006
Inventories, net	​		70,681	​		—	​		70,681
Advance to vendors	​		1,124,030	​		—	​		1,124,030
Prepayments and other current assets	​		40,990	​		—	​		40,990
Deferred issuance costs	​		138,463	​		(138,463)	​		—
TOTAL CURRENT ASSETS	​		7,087,450	​		7,714,350	​		14,801,800
​	​	​	​	​	​	​	​	​	​
Property and equipment, net	​		39,707	​		—	​		39,707
Operating lease right of use assets	​		13,122	​		—	​		13,122
Deferred tax assets, net	​		88,445	​		—	​		88,445
TOTAL NONCURRENT ASSETS	​		141,274	​		—	​		141,274
TOTAL ASSETS	​	$	7,228,724	​	$	7,714,350	​	$	14,943,074
​	​	​	​	​	​	​	​	​	​
Accounts payable	​	$	2,860,703	​	$	—	​	$	2,860,703
Advance from customers	​		425,116	​		—	​		425,116
Accrued expenses and other liabilities	​		297,360	​		—	​		297,360
Due to related parties	​		228,951	​		—	​		228,951
Taxes payable	​		341,217	​		—	​		341,217
Operating lease liabilities, current portion	​		13,122	​		—	​		13,122
TOTAL CURRENT LIABILITIES	​		4,166,469	​		—	​		4,166,469
​	​	​	​	​	​	​	​	​	​
Class A Ordinary shares, 13,760,000 ordinary shares issued and outstanding	​		3,440	​		518	​		3,958
Class B Ordinary shares, 2,000,000 ordinary shares issued and outstanding	​		500	​		—	​		500
Additional paid in capital	​		4,821,992	​		7,713,833	​		12,535,825
Statutory reserves	​		35,448	​		—	​		35,448
Accumulated deficit	​		(1,704,065)	​		—	​		(1,704,065)
Accumulated other comprehensive loss	​		(186,134)	​		—	​		(186,134)
TOTAL SHAREHOLDERS’ EQUITY	​		2,971,181	​		7,714,350	​		10,685,531
Non-controlling interest	​		91,074	​		—	​		91,074
TOTAL EQUITY	​		3,062,255	​		7,714,350	​		10,776,605
​	​	​	​	​	​	​	​	​	​
TOTAL LIABILITIES AND EQUITY	​	$	7,228,724	​	$	7,714,350	​	$	14,943,074

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NOTE 12 — SUBSEQUENT EVENTS (Continued)

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Pro forma statements of operations and comprehensive loss for the year ended September 30, 2024

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​	​	​	​	​	​	​	​	​	​
​		Actual			Adjustment			Pro forma
Revenues	​	$	10,101,647	​	$	—	​	$	10,101,647
Cost of revenues	​		(7,786,717)	​		—	​		(7,786,717)
Gross profit	​		2,314,930	​		—	​		2,314,930
​	​	​	​	​	​	​	​	​	​
Operating expenses:	​			​			​
Selling and marketing	​		(385,513)	​		—	​		(385,513)
General and administrative	​		(703,233)	​		—	​		(703,233)
Research and development	​		(2,515,015)	​		—	​		(2,515,015)
Total operating expenses	​		(3,603,761)	​		—	​		(3,603,761)
Loss from operations	​		(1,288,831)	​		—	​		(1,288,831)
​	​	​	​	​	​	​	​	​	​
Other income (expense):	​			​			​
Financial income (expense), net	​		209	​		—	​		209
Other income, net	​		(14,791)	​		—	​		(14,791)
Total other expenses, net	​		(14,582)	​		—	​		(14,582)
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(1,303,413)	​		—	​		(1,303,413)
Income tax (expense)	​		(86,311)	​		—	​		(86,311)
Net loss	​		(1,389,724)	​		—	​		(1,389,724)
Less: net income attributable to non-controlling interests	​		(88,089)	​		—	​		(88,089)
Net loss attributable to shareholders	​		(1,477,813)	​		—	​		(1,477,813)
​	​	​	​	​	​	​	​	​	​
Other comprehensive loss	​			​			​
Net loss	​		(1,389,724)	​		—	​		(1,389,724)
Foreign currency translation adjustments	​		66,618	​		—	​		66,618
Comprehensive loss	​		(1,323,106)	​		—	​		(1,323,106)
Less: Comprehensive income attributable to non-controlling interests	​		(88,089)	​		—	​		(88,089)
Comprehensive loss attributable to shareholders	​		(1,411,195)	​		—	​		(1,411,195)
​	​	​	​	​	​	​	​	​	​
Loss per share	​			​			​
Basic and diluted	​	$	(0.09)	​	$	—	​	$	(0.08)
Weighted average number of shares outstanding	​			​			​
Basic and diluted	​		15,760,000	​		2,070,000	​		17,830,000

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- Definition

The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/855/tableOfContent

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 855
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483399/855-10-50-2

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