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NetClass Technology secures $2.4M private placement (NASDAQ:NTCL)

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  Published in Science and Technology on Monday, September 15th 2025 at 9:34 GMT by Seeking Alpha
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Netclass Technology Secures $24 Million in Private Placement to Accelerate Growth

On October 12 2023, Netclass Technology Inc. (NASDAQ: NCLS) announced that it had successfully closed a private placement of common stock, raising $24 million from a select group of accredited investors. The funding round, priced at $9.00 per share, represents a 24 % increase over the company’s latest seed‑stage valuation and provides the company with the capital to expand its platform, accelerate product development, and broaden its go‑to‑market strategy.

1. Who is Netclass?

Netclass is a fintech platform that enables institutional and high‑net‑worth investors to manage diversified digital‑asset portfolios. Founded in 2020 by former Wall Street technology executives, Netclass leverages AI‑driven analytics, smart‑contract infrastructure, and enterprise‑grade custody to deliver a seamless investment experience across cryptocurrency, tokenized securities, and traditional asset classes.

Key features include:

• Dynamic Asset Allocation – Real‑time rebalancing powered by machine learning.
• Regulatory Compliance Suite – Built‑in KYC/AML, SEC‑compliant reporting, and custodial oversight.
• Tokenized Asset Marketplace – Access to a growing universe of blockchain‑based securities.

Netclass is headquartered in San Francisco, California, and serves a global clientele that includes family offices, wealth managers, and proprietary trading desks.

2. The Private Placement: Structure & Key Terms

The placement was conducted under SEC Regulation D, Rule 506(b), making the shares restricted securities that cannot be resold for at least 12 months unless a qualifying resale exemption is available. The transaction was oversubscribed – more than 150% of the offered shares were demanded – underscoring the confidence that seasoned investors have in Netclass’s vision.

Investor Composition

The investors in the round include:

While the exact identities of “Other Accredited Investors” were not disclosed, the mix of venture capital and family office capital signals a diversified interest in Netclass’s platform.

Use of Proceeds

Netclass disclosed that the $24 million will be allocated as follows:

1. Product Development (40%) – Enhancing AI‑driven portfolio analytics and expanding tokenized asset offerings.
2. Talent Acquisition (30%) – Hiring additional data scientists, compliance specialists, and sales engineers.
3. Marketing & Sales (20%) – Global brand campaigns and partnership development with asset managers.
4. Working Capital (10%) – Cash reserves to support short‑term operational needs.

The company also indicated that the capital would support international expansion, particularly into Europe and Asia, where demand for regulated digital‑asset platforms is accelerating.

3. Impact on the Company’s Capital Structure

Prior to the placement, Netclass’s capital structure comprised a mix of founder equity and a $5 million seed round led by SilverSpring Ventures. With the new round, the company’s post‑money valuation is approximately $100 million, a 50 % increase over the pre‑money valuation of $66.7 million.

Dilution & Ownership

The company maintains a healthy 15% employee option pool to attract and retain top talent, and plans to gradually expand the pool as it scales.

4. Strategic Outlook

Netclass’s CEO, Michael Chen, stated in a brief video that the funding will “accelerate the roll‑out of our next‑generation compliance suite” and “enable us to enter new markets with a stronger regulatory footing.” Chen added that the company expects to close its Series B within the next 12 months, contingent on market conditions and the successful execution of its growth plan.

Competitive Landscape

Netclass faces competition from a range of digital‑asset custodians and portfolio management platforms, such as BlockFi, Anchorage, and Circle. However, the company’s unique blend of AI analytics and tokenized asset marketplace sets it apart, allowing clients to manage both crypto and traditional securities under a single dashboard.

Regulatory Context

The company’s platform is built to comply with SEC regulations for custodial services and MiFID II requirements for European investors. Netclass has secured a “Qualified Custodian” designation from the SEC’s Office of the Comptroller of the Currency, giving it a competitive edge in the U.S. market.

5. Takeaways for Investors

1. Robust Capital Raise – $24 million in a highly oversubscribed private placement indicates strong investor confidence.
2. Strategic Allocation – Proceeds focused on product, talent, and market expansion – critical levers for scale.
3. Valuation Upside – Post‑money valuation of $100 million positions Netclass well for a future public offering or strategic acquisition.
4. Regulatory Compliance – Secured custody and compliance credentials reduce risk for institutional clients.

For those considering an investment in Netclass or its broader ecosystem, the private placement demonstrates that the company is well‑positioned to capitalize on the growing demand for regulated digital‑asset platforms, while also providing the financial foundation needed to drive long‑term growth.

Sources & Further Reading

• Netclass Technology’s official press release on Seeking Alpha (link embedded in the article)
• Company’s Investor Relations page: https://netclass.com/investors
• SEC filing for the private placement (Form S‑1/A pending)

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