Correspondence 0001493152-24-049109 from Netcapital Inc. (NCPL)
Netcapital Inc.
Date: Dec. 6, 2024 · CIK: 0001414767 · Accession: 0001493152-24-049109
AI Filing Summary & Sentiment
File numbers found in text: 333-282590
Referenced dates: November 1, 2024
Letter
VIA EDGAR United States Securities and Exchange Commission Attention: John Stickel Re: Netcapital Inc. Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282590
Dear Ladies and Gentlemen:
On behalf of Netcapital Inc., a Utah corporation, (the “Company”), we respectfully submit this response to the comments in your letter dated November 1, 2024, regarding the Company’s Registration Statement on Form S-1. We have reviewed and addressed each of the comments provided. The amended Form S-1, along with this response letter, is being filed contemporaneously.
Comment 1 – Cover Page
We have revised the cover page of the Registration Statement to ensure the disclosure is presented in a clear and understandable manner. Specifically, we have clarified the transactions being registered and removed multiple layers of embedded lists to improve readability.
Comment 2 – May 2024 Warrant Inducement (Page 13)
We have revised the disclosure beginning on page 13 to provide a clear description of all transactions involving the shares or warrants previously offered. We have reconciled the cover page disclosure with the securities offered in this registration statement and have presented the information so that it easily traces back to the cover page.
Comment 3 – Selling Shareholders (Page 16)
We have updated the Selling Shareholders section to identify the individuals who have voting and dispositive power with respect to the shares being offered for sale by legal entity shareholders.
The Company believes the revised Registration Statement fully addresses the Staff’s comments. Please do not hesitate to contact the undersigned with any additional questions or further comments.
Sincerely,
Martin
Kay
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filename1.htm
NETCAPITAL
INC.
1
Lincoln Street
Boston,
MA 02111
December
6, 2024
VIA
EDGAR
United
States Securities and Exchange Commission
100
F. Street, NE
Washington,
DC 20549
Attention:
John
Stickel
Susan
Block
Re:
Netcapital Inc.
Registration
Statement on Form S-1
Filed
October 10, 2024
File
No. 333-282590
Dear
Ladies and Gentlemen:
On
behalf of Netcapital Inc., a Utah corporation, (the “Company”), we respectfully submit this response to the comments in your
letter dated November 1, 2024, regarding the Company’s Registration Statement on Form S-1. We have reviewed and addressed each
of the comments provided. The amended Form S-1, along with this response letter, is being filed contemporaneously.
Comment
1 – Cover Page
We
have revised the cover page of the Registration Statement to ensure the disclosure is presented in a clear and understandable manner.
Specifically, we have clarified the transactions being registered and removed multiple layers of embedded lists to improve readability.
Comment
2 – May 2024 Warrant Inducement (Page 13)
We
have revised the disclosure beginning on page 13 to provide a clear description of all transactions involving the shares or warrants
previously offered. We have reconciled the cover page disclosure with the securities offered in this registration statement and have
presented the information so that it easily traces back to the cover page.
Comment
3 – Selling Shareholders (Page 16)
We
have updated the Selling Shareholders section to identify the individuals who have voting and dispositive power with respect to the shares
being offered for sale by legal entity shareholders.
The
Company believes the revised Registration Statement fully addresses the Staff’s comments. Please do not hesitate to contact the
undersigned with any additional questions or further comments.
Sincerely,
Martin
Kay
Chief
Executive Officer
Netcapital
Inc.
1
Lincoln Street
Boston,
MA 02111
Contact
Information:
Email:
martin@netcapital.com