Correspondence 0001493152-23-045430 from Netcapital Inc. (NCPL)

Netcapital Inc.
Date: Dec. 19, 2023 · CIK: 0001414767 · Accession: 0001493152-23-045430

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File numbers found in text: 333-275210

Date

Dec. 19, 2023

Author

Chief

Form

CORRESP

Company

Netcapital Inc.

Letter

NETCAPITAL INC.

Lincoln Street

Boston, MA 02111

December 19, 2023

VIA EDGAR

United States Securities

and Exchange Commission

F Street, N.E.

Washington, D.C. 20549

Attention: Christian Windsor

Madeline Joy Mateo

Re: Netcapital Inc.

Registration Statement on Form S-1

File No. 333-275210

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Netcapital Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:15 p.m., Eastern Daylight Time, on Thursday, December 21, 2023, or as soon thereafter as practicable.

Please notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Thank you,

NETCAPITAL INC.

By: /s/ Martin Kay

Name: Martin Kay

Title: Chief Executive Officer

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CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

December
19, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Christian
    Windsor

    Madeline
    Joy Mateo

    Re:
    Netcapital
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-275210

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Netcapital Inc.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:15 p.m., Eastern Daylight Time, on Thursday, December 21, 2023, or as soon thereafter as practicable.

Please
notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    NETCAPITAL
    INC.

    By:
    /s/
    Martin Kay

    Name:
    Martin
    Kay

    Title:
    Chief
    Executive Officer

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