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NETCAPITAL INC.

1 Lincoln Street

Boston, MA 02111

September 8,
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. 1 to Registration
    Statement on Form S-1

    Filed August 8, 2023

    File No. 333-273158

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 August 23, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on Form
S-1 (the “Registration Statement”) filed on August 8, 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. We are currently with this letter filing with the Commission, Amendment No. 2 to the Registration
Statement (the “Amendment”). Capitalized terms used but not defined in this letter have the meanings ascribed to such terms
in Amendment.

Amendment
No. 1 to Form S-1 filed August 8, 2023

General

    1.
    We note that you issued
    a press release announcing the first ever capital raising that you have facilitated using form 1-A.  Please tell us how
    NetCapital structures this portion of its client advisory business, and any separation between the subsidiaries who handle that business
    and the operation of the Crowd Funding portal.

    RESPONSE:
    On August 9, 2023, we announced that our consulting
    group, Netcapital Advisors, Inc. (“Netcapital Advisors”) is currently hosting a Regulation A+ offering by Thumzup®
    Media on the netcapital.com website. This new line of business is being managed and operated by our wholly-owned subsidiary,
    Netcapital Advisors, which provides marketing and strategic advice in exchange for cash fees and equity positions. With respect to
    its services for Regulation A offerings, Netcapital Advisors charges a monthly flat fee for each month the offering is listed on
    netcapital.com website as well as a nominal administrative flat fee for each investor that is processed on the website to cover out-of-pocket
    costs. Further, as disclosed, the offering by Thumzup® Media is being hosted on the www.netcapital.com website, which is operated
    by is operated by Netcapital Systems LLC, a Delaware limited liability company (“Netcapital Systems DE LLC”), and is
    being managed by a registered broker-dealer. Neither Netcapital Advisors, nor any Netcapital entity, is a broker dealer, nor do any
    of such entities operate as a broker-dealer with respect to any Reg A offering listed on the www.netcapital.com website.

    Our online funding portal business is operated by
    our wholly-owned subsidiary, Netcapital Funding Portal Inc. The Netcapital funding portal charges a $5,000 engagement fee and a 4.9% success
    fee for capital raised at closing. In addition, the portal generates fees for other ancillary services, such as rolling closes.

Our Business,
page 3

    2.
    We note your response
    to our prior comment 1. Please disclose how you define a "successful offering" and an offering that "closed successfully."
    Please ensure your disclosure includes the total number of projects funded, the average size of funded projects and your revenues
    from the offerings for each year presented.

    RESPONSE:
    In response to
    the Staff’s comment, we have removed references to the word “successful” when referring to offerings in the
    Amendment. In addition, the disclosure has been revised to include the total number of projects funded, the average size of funded
    projects and our revenues from the offerings for each year presented.

    3.
    We note that you take
    equity stakes in some companies.  To the extent that you also list those companies on your funding portal, please tell
    us if the equity interests you take in the business are of the same class as the shares offered on the platform.

    RESPONSE:
    In response to the Staff’s
    comment, disclosure has been added to state
    that in the instances where we take equity stakes in a company, such interests are of the same class of securities that are offered
    on the Netcapital platform.

Risks Related
to Operation of our Proposed Secondary Trading Platform, page 23

    4.
    We note your disclosure
    that while your goal is to have the platform launched prior to the end of the year, you do not know when, or if, this platform will
    be fully completed and launched.  Please add a separate risk factor discussing the risks to your business and investors
    if you do not launch the platform.

    RESPONSE:
    In response to the Staff’s
    comment, the requested separate risk factor is included in the Amendment.

Use of
Proceeds, page 28

    5.
    We note your risk factor
    on page 13 discussing the need to raise additional funding following the completion of this offering.  Please include a
    discussion here as to if and how the funds from this offering will be used to mitigate your need for additional capital.

    RESPONSE:
    In response to the Staff’s
    comment, the referenced risk factor has been
    revised to disclose that the Company currently expects the net proceeds from this offering, together with its existing cash and cash
    equivalents, will enable it to fund our operating expenses and capital expenditure requirements through at least the next twelve
    months from the date of the prospectus.

Competitive
Advantages, page 36

    6.
    We note your disclosure
    that you believe you provide the lowest cost solution for online capital raising versus your peer group and that you believe your
    access and onboarding of new clients are superior due to your facilitated technology platforms.  We also note your risk
    factor disclosures relating to significant and intense market competition on page 17.  Please provide the foundation for
    the statements made in the Competitive Advantages section.

    RESPONSE:
    In response
        to the Staff’s comment, the disclosure
        in this section has been revised to state the basis of our beliefs that (i) we provide the lowest cost solution for online capital
        raising versus our peer group and (ii) our access and onboarding of new clients is superior due to our facilitated technology
        platforms.

Investment
Portfolio, page 38

    7.
    We note your response
    to our prior comment 9 and your reference to a unique set of risks inherent to each of your portfolio companies.  Please
    discuss such risks for each portfolio company you list in this section.

    RESPONSE:
    In response to the Staff’s
    comment, the requested discussion of risks inherent to each of our portfolio companies has been included in the Amendment.

Proposed
ATS Relationship, page 38

    8.
    We note your response
    to our prior comment 4 and re-issue in part.  Please discuss here the integration risks with integrating a third-party
    ATS to your platform and address whether you will be subject to liability based on your platform’s users’ or the third-party
    ATS’s activities.

    RESPONSE:
    In response to the Staff’s
    comment, the requested additional disclosure
    pertaining to the integration with a third party ATS has been included in the Amendment.

    9.
    We note your response
    to our prior comment 6.  Please describe the protocols and restrictive procedures regarding access to information relating
    to the platform activities you intend to adopt and how you intend to implement such procedures.

    RESPONSE:
    In
    response to the Staff’s comment, the Company had removed and we have revised the cited disclosure in response to this
    comment.

    10.
    We note the existence
    of a partnership between NetCapital Systems and Templum ATS.  In detail, please provide a description of the activities
    each entity engages in.  Please provide an analysis of why NetCapital Systems is not a “person or group of persons”
    operating an exchange.

    RESPONSE:
    In response to the Staff’s comment,
    a revised description of the activities to be provided by each of Netcapital Systems and Templum has been included in the Amendment.

    As disclosed, we are currently working with
    Templum to design the software required to allow issuers and investors on the Netcapital funding portal to access the Templum ATS
    in order to engage in secondary trading of securities in a regulatorily compliant manner.

    Further, as stated, the ability to engage
    with the Templum ATS and to execute any trades will be made possible via APIs in the Netcapital Systems software that will facilitate
    communication between users of the Netcapital Systems platform and the Templum ATS. Other than through APIs in the Netcapital Systems
    software, we do not expect to have any contact or interaction with users when they are executing secondary market trades via the
    Templum ATS. The Netcapital funding portal will perform no activities with respect to the Templum ATS and the Netcapital Systems
    platform will not be executing secondary market trades in securities originally purchased on the Netcapital funding portal.

    Templum is a registered broker-dealer and is approved
    to trade unregistered private securities through its ATS registered in 53 U.S. states and territories. Templum is the entity providing
    the marketplace for bringing together buyers and sellers of securities.

    Section 3(a)(1) of the Securities Act of 1933, as
    amended (the “Act”) defines an “exchange” as “any organization, association, or group of persons, whether
    incorporated or unincorporated, which constitutes, maintains, or provides a market place or facilities for bringing together purchasers
    and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange
    as that term is generally understood, and includes the market place and the market facilities maintained by such exchange.”

    In addition, Section 3(a)(1)-1(a) of the Act provides
    that an organization, association, or group of persons shall be exempt from the definition of the term “exchange” if such
    group or organization, association or group of persons is in compliance with Regulation ATS, 17 CFR 242.300 through 242.304.

    Based on the foregoing, we believe that Templum’s
    status as an ATS exempts it from the definition of the term “exchange.”

    Further, inasmuch as all trading activity will be
    conducted on and between users and the Templum ATS, we do not believe that Netcapital Systems is a “person or group of persons”
    operating an exchange.

    11.
    We note that NetCapital
    Systems allows trading of securities purchased through NetCapital’s funding portal.  Please provide a description
    of any activities the funding portal engages in with respect to the secondary trading and an analysis of how the funding portal is
    complying with its requirements under Regulation Crowdfunding.

    RESPONSE:
    In response to the Staff’s comment,
    as stated in response to Comment 10, a revised description of the activities to be provided by each of Netcapital Systems and Templum
    with respect to trading of securities purchased through the Netcapital funding portal has been included in the Amendment.

    Specifically, as disclosed, we are currently
    working with Templum to design the software required to allow issuers and investors on the Netcapital funding portal to access the
    Templum ATS in order to engage in secondary trading of securities in a regulatorily compliant manner.

    Further, as stated, the ability to engage
    with the Templum ATS and to execute any trades will be made possible via APIs in the Netcapital Systems software that will facilitate
    communication between users of the Netcapital Systems platform and the Templum ATS. Other than through APIs in the Netcapital Systems
    software, we do not expect to have any contact or interaction with users when they are executing secondary market trades via the
    Templum ATS. The Netcapital funding portal will perform no activities with respect to the Templum ATS and the Netcapital Systems
    platform will not be executing secondary market trades in securities originally purchased on the funding portal.

    Accordingly, inasmuch as all trading activity
    will be conducted on and between users and the Templum ATS, we believe that this is consistent with the requirements of Regulation
    Crowdfunding.

Transactions with
Related Parties, page 55

    12.
    We note your disclosure
    regarding the Company’s largest shareholder, Netcapital DE LLC.  Please disclose here, as you have elsewhere in the
    registration statement, that Mr. Frishman owns a 29% interest in Netcapital DE LLC

    RESPONSE:
    In response to
    the Staff’s comment, the requested disclosure has been included in the Amendment.

    13.
    Please disclose the
    name of the related person for each transaction in this section.  Refer to Section 229.404(a)(1) of Regulation S-K.

    RESPONSE:
    In response to the Staff’s
    comment, the requested disclosure has been included
    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