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NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

November
21, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Madeline
    Mateo

    Christian
    Windsor

    Re:
    Netcapital
    Inc.

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    September 11, 2023

    File
    No. 333-273158

    (Withdrawn
    on October 24, 2023)

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    November 15, 2023

    File
    No. 333-275210

Dear
Ladies and Gentlemen:

This
letter sets forth responses on behalf of Netcapital Inc., a Utah corporation (the “Company”), to the comments received from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter
dated September 26, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on
Form S-1 (File No. 333-273158) (the “Original Registration Statement”) filed on September 11, 2023.

For
the convenience of the Staff, each comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated
prior to the response to such comment. As you are aware, the Original Registration Statement was withdrawn on October 24, 2023 and a
new registration on Form S-1 (File No. 333-275210) (the “New Registration Statement”) was filed on October 30, 2023. We filed
Amendment No. 1 to the New Registration Statement (the “Amendment”) on November 15, 2023. Both the New Registration Statement
and the Amendment addressed the comments of the Staff in the Comment Letter. Capitalized terms used but not defined in this letter have
the meanings ascribed to such terms in Amendment.

Amendment
No. 2 to Form S-1 filed September 11, 2023

Proposed
ATS Relationship, page 38

1. Revise
                                            your disclosure to clearly address the following issues related to your involvement in the
                                            secondary trading market that you intend to make available to your CF Portal Investors who
                                            have purchased securities through your funding portal:

 ● State
                                            whether NetCapital or its employees will perform any matching of trades, or will have any
                                            visibility into the actions by NetCapital CF Portal Investors in accessing and completing
                                            trades on the ATS.

 ● State
                                            whether NetCapital CF Portal Investors will pay fees to either Templum or NetCapital to access
                                            the system, or to complete a trade. To the extent that NetCapital CF Portal Investors will
                                            pay fees to Templum to list or trade their securities in the secondary market, clarify if
                                            NetCapital will receive a portion of any fees collected by Templum.

Response:
In response to the Staff’s comment, disclosure has been included in both the New Registration Statement and the Amendment to
address the issues related to our involvement in the secondary trading market that we intend to make available to our CF Portal Investors
who have purchased securities through our funding portal. See “Business—Proposed ATS Relationship” beginning
on page 36 in the Amendment.

2. Revise
                                            this section to clearly explain the relationship between Templum and NetCapital, and the
                                            relationship between NetCapital CF Portal Investors and Templum. Revise to state whether
                                            NetCapital or its CF Portal Investors have the ability to perform tasks identified in your
                                            license with Templum. For instance, clarify whether NetCapital or the NetCapital CF Portal
                                            Investors have the ability to undertake the actions/access the information in the Secondary
                                            Trading - Continuous Market portion of the Technology Services Outline and Descriptions (Schedule
                                            IV of the Templum License) as included as Exhibit 10.1 to your 8-K filed on January 6, 2023.

Response:
In response to the Staff’s comment, the disclosure has been revised in both the New Registration Statement and the Amendment
to explain the relationship between Templum and NetCapital, and the relationship between NetCapital CF Portal Investors and Templum.
In addition, the disclosure has been revised in the Amendment to state whether NetCapital or its CF Portal Investors have the ability
to perform tasks identified in our license with Templum. See “Business—Proposed ATS Relationship” beginning
on page 36 in the Amendment.

3. Revise
                                            to state whether the use of the Templum ATS to facilitate trades in securities of NetCapital
                                            CF Portal Investors is limited to securities acquired through purchases from your CF Portal.

Response:
In response to the Staff’s comment, the disclosure has been revised in both the New Registration Statement and the Amendment
to state whether the use of the Templum ATS to facilitate trades in securities of NetCapital CF Portal Investors is limited to securities
acquired through purchases from our CF Portal. See “Business—Proposed ATS Relationship” beginning on page 36
in the Amendment.

4. State
                                            whether NetCapital will have any obligation to conduct know your customer, or other compliance
                                            efforts for your CF Portal Investors in order for those investors to use the Templum ATS.

Response:
In response to the Staff’s comment, the disclosure has been revised in both the New Registration Statement and the Amendment
to state whether we will have any obligation to conduct know your customer, or other compliance efforts for our CF Portal Investors in
order for those investors to use the Templum ATS. See “Business—Proposed ATS Relationship” beginning on page
36 in the Amendment.

Transactions
with Related Parties, page 56

    5. We
                                            note your disclosure to our prior comment 13 and re-issue. In particular, we note that you
                                            have not identified the director of one of your subsidiaries who received 200 thousand shares.
                                            Refer to Section 229.404(a) of Regulation S-K.

Response:
In response to the Staff’s comment, the disclosure in both the New Registration Statement and the Amendment has been revised
to identify the related parties in this section. Paul Riss has been identified as the director of one of our subsidiaries who received
options to purchase 200,000 shares of common stock. See “Certain Relationships And Related Party Transactions” beginning
on page 54 in the Amendment.

6. Revise
                                            the disclosure to state the interest rate on the note receivable from Deuce Drone LLC, and
                                            state whether the notes are performing under their terms. Provide similar information on
                                            the notes that you owe to Mr. Geary. See Item 404 of Regulation S-K.

Response:
In response to the Staff’s comment, the interest rate on the Deuce Drone notes receivable and performance of such notes is
disclosed in both the New Registration Statement and the Amendment. Regarding Mr. Geary, the disclosure previously provided specifically
states that all such amounts owed are non-interest bearing and that we have no signed agreements for such indebtedness to Mr. Geary.
We did include disclosure in both the New Registration Statement and the Amendment that such indebtedness to Mr. Geary is not deemed
to be in default. See “Certain Relationships And Related Party Transactions” beginning on page 54 in the Amendment.

*****

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3031 with any questions or further comments regarding the
responses to the Staff’s comments.

    Sincerely,

    Netcapital
    Inc.

    By:
    /s/ Martin Kay

    Martin
    Kay, Chief Executive Officer

cc: Richard
                                            Friedman, Esq.