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. Pursuant to the acquisition agreement, the Company invested JPY 2,550,000 ($17,158) into Netclass Japan for 255 newly issued shares of Netclass Japan, which is 51% of total outstanding shares of Netclass Japan. 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 illustrates the FV of the assets and liabilities of Netclass Japan as of the acquisition date and the gain on acquisition:

	As of
	February 28,
	2025
	Unaudited
Fair value of identical assets and liabilities as of acquisition date	$	—
Cash		34,486
Receivables		91,722
Customer list		328,890
Payables		(103,913)
Deferred tax liability		(46,626)
Net assets at acquisition		304,559
Add:
Foreign currency exchange loss		230
Less:		—
Non-controlling interest		(147,907)
Total consideration paid for acquisition		(17,158)
Gain on acquisition	$	(139,724)