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NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

January
23, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Bonnie
    Baynes

    Rolf
    Sundwall

    David
    Gessert

    Sandra
    Hunter Berkheimer

    Re:
    Netcapital Inc.

    Form 10-K for the fiscal year ended April 30, 2023

    File No. 001-41443

Dear
Ladies and Gentlemen:

We
acknowledge receipt of your letter dated November 21, 2024, and appreciate the opportunity to address your comments. Below, we provide
our responses to each of your inquiries in the order presented. The comments presented in your letter to us are repeated below in italics,
and they are followed by our response.

Comment
#1: Please confirm there have been no material changes to representations and data contained in the Company’s response to the comments
in our letter issued October 11, 2024.

Netcapital
Response:

1.
Confirmation of No Material Changes

We
confirm there have been no material changes to the representations and data contained in the Company’s response to the comments
in your letter dated October 11, 2024, except as noted in the following discussion regarding the valuation of the technology license
agreement used by the funding portal.

Comment
#2: Regarding the Company’s response to prior comment 1, we have the following comments:

●
The Company’s response appears to exclude discussion of the Company’s subsidiaries, as requested. Accordingly, we reissue
the comment as to the Company’s subsidiaries.

● The
Company’s response describing the “Activities of Officers and Directors” was not sufficiently detailed to permit
the staff to evaluate the Company’s position. Please revise with additional details.

Netcapital
Response:

2.
Activities of Subsidiaries and Officers and Directors

The
Company respectfully submits that neither the Company nor its subsidiaries meet the definition of an “investment company”
under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”). The Company is primarily engaged in operating
a funding portal and providing consulting services, not in the business of investing, reinvesting, or trading in securities. We submitted
details regarding the parent company and below we provide an analysis of each of the Tonopah factors for the subsidiaries as follows:

A.
Subsidiaries

Subsidiary:
Netcapital Funding Portal Inc.

A.
Historical Development

 ● The
                                            funding portal was established in 2016 to facilitate online equity crowdfunding under Regulation
                                            Crowdfunding. It was not created to invest in securities but to serve as a platform for connecting
                                            issuers with investors.

B.
Public Representations

 ● The
                                            portal is publicly marketed as a Regulation Crowdfunding platform and does not present itself
                                            as an entity investing in securities for capital appreciation or income.

C.
Activities of Officers and Directors

 ● Officers
                                            and directors oversee platform operations, including compliance with SEC and FINRA regulations,
                                            technology enhancements, and issuer onboarding.

 ● No
                                            activities involve securities trading or investment management.

D.
Nature of Income

 ● Revenue
                                            is generated from:

 ◌ Listing
                                            fees and closing fees for crowdfunding campaigns.

 ◌ The
                                            platform does not derive income from securities investments.

E.
Composition of Assets

 ● The
                                            funding portal’s assets consist primarily of cash, accounts receivable, intellectual
                                            property and operational assets necessary for platform functionality.

 ● Any
                                            securities holdings result from listing fees accepted in equity, not from active investment.

Conclusion
for Funding Portal:

Netcapital
Funding Portal Inc. operates as a crowdfunding intermediary and does not meet the definition of an “investment company” under
Section 3(a)(1)(A).

2.
Subsidiary: Netcapital Advisors Inc.

A.
Historical Development

 ● Netcapital
                                            Advisors was founded to provide consulting services to issuers using the funding portal.
                                            These services include business strategy, marketing, and securities structuring.

B.
Public Representations

 ● The
                                            subsidiary’s public representations describe it as a consulting firm. It does not promote
                                            itself as an investment entity.

C.
Activities of Officers and Directors

 ● Officers
                                            and directors are responsible for delivering consulting services and supporting issuers in
                                            their crowdfunding efforts.

 ● No
                                            activities are related to securities portfolio management.

D.
Nature of Income

 ● Revenue
                                            is derived from consulting fees, paid in cash or equity, as compensation for services rendered.

 ● Equity
                                            received as fees is incidental to its operations and not part of an investment strategy.

E.
Composition of Assets

 ● The
                                            subsidiary’s assets consist of cash, receivables from consulting contracts, and an
                                            equity investment in a related party entity.

Conclusion
for Advisors:

Netcapital
Advisors Inc. is primarily a service provider and not an investment company under Section 3(a)(1)(A).

3.
Subsidiary: MSG Development Corp.

A.
Historical Development

 ● MSG
                                            Development Corp. was established to provide valuation services for various business and
                                            tax-related needs. Its services include 409A valuations for equity compensation and tax valuations
                                            for assets contributed to charities.

 ● The
                                            subsidiary was not formed to invest in or trade securities but to deliver specialized valuation
                                            services.

B.
Public Representations

 ● MSG
                                            Development Corp. represents itself as a valuation service provider specializing in:

 ◌ 409A
                                            valuations for compliance with IRS regulations.

 ◌ Tax
                                            valuations for non-cash charitable contributions.

 ◌ Business
                                            valuations for specific client needs.

 ● The
                                            company has not publicly represent itself as an investment company or imply that it engages
                                            in securities trading or investment management.

C.
Activities of Officers and Directors

 ● The
                                            activities of MSG Development Corp.’s officers and directors are focused on:

 ◌ Conducting
                                            409A valuations for equity compensation purposes.

 ◌ Preparing
                                            tax valuations to support compliance with IRS requirements for charitable contributions.

 ◌ Delivering
                                            business valuation services to clients.

 ● These
                                            activities are operational and advisory in nature, with no involvement in securities portfolio
                                            management or trading.

D.
Nature of Income

 ● The
                                            company generates revenue from fees charged for its valuation services. These include:

 ◌ Fees
                                            for preparing 409A valuations for private companies.

 ◌ Fees
                                            for conducting tax valuations to support non-cash charitable contributions.

 ● The
                                            income is entirely derived from the provision of professional services, not from investing
                                            or trading securities.

E.
Composition of Assets

 ● MSG
                                            Development Corp.’s assets primarily consist of:

 ◌ Accounts
                                            receivable generated from client service contracts.

 ◌ Tools
                                            and resources (e.g., proprietary models, valuation software) used to conduct valuations.

 ● The
                                            subsidiary does not hold securities for capital appreciation or income generation. Any securities
                                            held would be incidental to client payment arrangements or other operational activities.

Conclusion
for MSG Development Corp.

MSG
Development Corp. is primarily engaged in the business of providing valuation services, including 409A valuations and tax valuations
for charitable contributions. The subsidiary operates as a service-oriented business, not as an investment company under Section 3(a)(1)(A)
of the 1940 Act. Its business activities, revenue, and assets are operational in nature and unrelated to securities trading or investment
management.

Final
Statement

Based
on the Tonopah analysis, neither Netcapital Inc. nor its subsidiaries meet the definition of an “investment company” under
Section 3(a)(1)(A) of the 1940 Act. Each entity is primarily engaged in operational, non-investment activities.

B.
Activities of Officers and Directors

Officers
and directors oversee strategic decision-making, regulatory compliance, and operational management across the Company’s subsidiaries.
Their activities do not include investment management for the purpose of capital appreciation or income generation.

1.
Parent Company: Netcapital Inc.

 ● Structure:

 ◌ Netcapital
                                            Inc. oversees the operations of its subsidiaries: Netcapital Funding Portal Inc., Netcapital
                                            Advisors Inc., and MSG Development Corp.

 ◌ The
                                            Company employs a CEO and CFO responsible for corporate governance and strategy.

 ● Activities
                                            of Officers and Directors:

 ◌ CEO:

 ■ Directs
                                            overall corporate strategy and decision-making.

 ■ Focuses
                                            on business development and aligning subsidiary operations with strategic goals.

 ◌ CFO:

 ■ Oversees
                                            financial management, compliance, and SEC reporting.

 ■ Ensures
                                            accuracy in financial disclosures and adherence to regulatory requirements.

 ◌ Board
                                            of Directors:

 ■ Provides
                                            oversight for the Company’s strategic initiatives and operational performance.

 ■ Does
                                            not engage in managing investment portfolios or securities trading activities.

2.
Netcapital Funding Portal Inc.

 ● Structure:

 ◌ Netcapital
                                            Funding Portal Inc. is a registered funding portal under Regulation Crowdfunding, facilitating
                                            equity crowdfunding campaigns for issuers.

 ◌ The
                                            portal is managed by a Chief Compliance Officer (CCO), who is also the sole board member
                                            of the entity.

 ● Activities
                                            of Officers and Directors:

 ◌ Chief
                                            Compliance Officer (CCO):

 ■ Oversees
                                            compliance with SEC and FINRA regulations, ensuring the funding portal adheres to applicable
                                            laws under Regulation Crowdfunding.

 ■ Supervises
                                            the platform’s operational processes, including issuer onboarding and investor protections.

 ■ Monitors
                                            internal compliance policies and handles regulatory audits or reviews.

 ◌ Board
                                            of Directors:

 ■ As
                                            the sole director, the CCO provides oversight for all aspects of the funding portal’s
                                            operations.

 ■ The
                                            CCO’s focus is strictly operational and regulatory, with no involvement in investment
                                            management.

3.
Netcapital Advisors Inc.

 ● Structure:

 ◌ Netcapital
                                            Advisors Inc. provides consulting services to issuers using the funding portal. These services
                                            include business valuations, marketing strategies, and securities structuring.

 ◌ The
                                            subsidiary employs a CEO and CFO.

 ● Activities
                                            of Officers and Directors:

 ◌ CEO:

 ■ Leads
                                            the subsidiary’s consulting activities, including client engagements and service delivery.

 ■ Focuses
                                            on business development and expanding client relationships.

 ◌ CFO:

 ■ Manages
                                            financial operations, including budgeting, forecasting, and reporting.

 ■ Ensures
                                            compliance with financial reporting and regulatory standards.

 ◌ Board
                                            of Directors:

 ■ Provides
                                            high-level oversight of consulting activities and operational strategies.

 ■ Directors
                                            focus solely on service delivery and client success, with no involvement in managing securities
                                            investments. No securities received by the funding portal have been ever been sold.

4.
MSG Development Corp.

 ● Structure:

 ◌ MSG
                                            Development Corp. was established to provide valuation services but is currently inactive.

 ◌ The
                                            entity has no revenues, no customers, and no active officers following the retirement of
                                            the valuation expert. MSG does not own any securities.

 ● Activities
                                            of Officers and Directors:

 ◌ The
                                            entity currently has no active officers or directors.

 ◌ The
                                            parent company retains ownership of MSG Development Corp., but it is non-operational and
                                            does not contribute to the Company’s revenues or business activities.

5.
Conclusion

 ● The
                                            activities of officers and directors across Netcapital Inc. and its subsidiaries are operationally