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 May 15, 2025

Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111

 Re: Netcapital Inc.
 Form 10-K for Fiscal Year Ended April 30, 2023
 Form 10-K for Fiscal Year Ended April 30, 2024
 File No. 001-41443
Dear Coreen Kraysler:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Crypto Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 NETCAPITAL INC.

 1 Lincoln Street

 Boston, MA 02111

 May 9, 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 April 23, 2025, and respectfully submit this letter to address the Staff's comment regarding
the application of Section 3(a)(1)(C) of the Investment Company Act of 1940, as amended (the "1940 Act"), to Netcapital Funding
Portal Inc. (the "Funding Portal"), a wholly owned subsidiary of Netcapital Inc.

 As of January 31, 2025, the Funding Portal held
47 investment securities with a book value of approximately $137,394. However, prior to the end of the fiscal year ended April 30, 2025,
the Funding Portal assigned these securities to its parent company, Netcapital Inc., in satisfaction of intercompany obligations related
to payroll and operational expenses. As a result, as of April 30, 2025, and the date of this letter, the Funding Portal no longer holds
any investment securities. Accordingly, for purposes of the Section 3(a)(1)(C) asset test after the assignment, the numerator is zero,
and investment securities represent 0% of the Funding Portal's total assets.

 Based on our calculation as of January 31, 2025,
prior to the assignment, the Funding Portal's investment securities comprised approximately 8.7% of total assets (excluding cash
and government securities) ($137,394 investment securities / $1,577,893 total assets), well below the 40% threshold. Following the assignment,
the Funding Portal holds no investment securities.

 The Staff has also raised a question as to whether
the value of the licensed technology provided to the Funding Portal under a license agreement should be included in the denominator of
the 40% asset test under Section 3(a)(1)(C). We respectfully maintain that the technology is fundamental to the Funding Portal's
operational activities and should therefore be included as a core operating asset for purposes of the asset test, regardless of its accounting
classification under ASC 350.

 The asset test under Section 3(a)(1)(C) of the
1940 Act requires an analysis based on the functional role of assets rather than strict adherence to accounting classifications. The Commission's
guidance in Tonopah Mining Co. of Nevada, 26 SEC 426 (1947) confirms that assets used in active business operations are appropriately
included in the denominator, even if their formal accounting treatment differs. Similar interpretations have been reflected in several
no-action letters and/or comment letter responses, including those involving Blackstone Group L.P., Ford Motor Credit Company, and Royalty
Pharma plc.:

 1. Royalty Pharma plc – SEC Comment Letter Response (2020).
Royalty Pharma included unrecognized intangible rights to future royalties in the denominator, arguing their economic substance outweighed
GAAP classification. The SEC did not object.

 2. Blackstone Group L.P. – SEC No-Action Letter (Oct.
6, 2007). The SEC staff confirmed that non-GAAP assets may be considered "total assets" for the denominator of the 40% test
when doing so reflects the company's actual business.

 3. Ford Motor Credit Co. – Staff Response (2001). Allowed
treatment of non-capitalized finance receivables as total assets for the test because they reflected the company's core operations.

 We believe the examples cited provide a reasonable
basis to include the license value in the denominator of the 40% test. For example, Blackstone held non-capitalized intangible rights.
Similarly, the Funding Portal holds a non-capitalized license agreement that is central to its business. Both are non-investment assets
used in core operations. Further, the Funding Portal uses the licensed technology as the infrastructure for its regulated crowdfunding
platform, and that technology is integral to its primary business of facilitating securities offerings under Regulation Crowdfunding.
The license is not passive in nature and does not reflect an investment security or portfolio asset. Therefore, we believe that it should
have been included for purposes of Section 3(a)(1)(C) based on its essential operational function. Finally, the Funding Portal's
primary business activity is operating a FINRA-registered platform for primary offerings, not investing, trading in or holding securities.
It does not engage in portfolio management or investment activities and does not hold itself out as an investment company. Its operations,
revenues, regulatory obligations, and organizational purpose are all centered around providing regulated technology-enabled crowdfunding
services.

 Based on the foregoing, we respectfully submit
that the Funding Portal is not (and was not) an investment company within the meaning of the 1940 Act. We welcome the opportunity to discuss
this matter further if helpful to the Staff's review.

 Pursuant to your request, we shall update our
risk disclosure in future Securities Act of 1933 and Securities Exchange Act of 1934 filings.

 Sincerely,

 Netcapital Inc.

 By:
 /s/ Coreen Kraysler

 Coreen Kraysler, Chief Financial Officer

CORRESP
 1
 filename1.htm

 NETCAPITAL
INC.

 1
Lincoln Street

 Boston,
MA 02111

 April
10, 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 February 11, 2025, 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 : We note that most of your responses to our prior comments were based on calculations and other information made as of July 31,
2024. Given the passage of time, please update all such information as of December 31, 2024, or the most recently available fiscal quarter
end.

 Netcapital
Response:

 1.
The Company has updated all relevant calculations and asset valuations, including the Section 3(a)(1)(C) investment securities test,
as of January 31, 2025, which is the most recently completed fiscal quarter. A revised version of the Section 3(a)(1)(C) chart is included
as Exhibit A to this letter.

 For
purposes of preparing the chart:

 ●

 Investment
 securities were measured in accordance with U.S. GAAP, specifically ASC 321, using the last observable price as of January 31, 2025.
 In most cases, these prices were derived from the most recent Regulation Crowdfunding rounds of the issuers.

 ●

 The
 denominator of the analysis includes values not reflected in the Company's GAAP financial statements, such as the fair value
 of the technology license used by Netcapital Funding Portal, the estimated value of Netcapital Securities Inc., and the valuation
 of Netcapital Advisors Inc. In instances where non-GAAP values were included, it is because they represent operational assets essential
 to the Company's business activities and provide a more accurate depiction of the Company's asset composition for purposes
 of applying the investment company test.

 All
valuations were determined in good faith as of January 31, 2025, based on observable inputs where available, and management's reasonable
assumptions consistent with the guidance in ASC 820 and longstanding SEC interpretations under the Investment Company Act of 1940.

 Comment
#2 : Provide, on a consolidated basis, an analysis of the Company's income – whether realized or unrealized – by
amount and type, and specifically identifying any income deriving from assets that the Company believes are securities. Please revise
with sufficient details about the activities and time spent by the Company's directors, officers, or employees with respect to
such securities holdings.

 Netcapital
Response:

 For
the nine months ended January 31, 2025, the Company reported total consolidated revenue of $465,437, compared to $4,604,260 in the same
period of the prior year. This decrease of approximately 90% was primarily attributable to the absence of consulting service revenue
during the period. The prior year included $3,489,013 in consulting services for equity securities and $96,200 in other consulting revenue.

 Revenue Source
 Nine Months Ended January
 31, 2025
 Nine Months Ended January
 31, 2024

 Consulting services (equity-based)
 $ 0
 $ 3,489,013

 Consulting revenue (cash-based)
 $ 0
 $ 96,200

 Portal fees
 $ 297,627
 $ 623,610

 Listing fees
 $ 127,500
 $ 394,540

 1% equity fee (Reg CF campaigns)
 $ 39,694
 $ 0

 Game site revenue
 $ 616
 $ 897

 Total Revenue
 $ 465,437
 $ 4,604,260

 Other
Income:

 The
Company's equity securities are measured at fair value in accordance with ASC 321, using the last observable transaction price
as of the applicable measurement date. These securities were received primarily as non-cash consideration for services rendered in prior
periods. Any unrealized changes in fair value are reported in other income/(loss) and not as revenue.

 Furthermore,
the Company derived no realized income-such as dividends, interest, or sales proceeds-from any of the equity securities it
holds during the nine-month periods ended January 31, 2025 and 2024.

 The
Company also recognized a non-cash impairment loss of $1,300,000 related to its investment in Netwire LLC, which was written down to
zero. This decision was made due to the departure of Netwire's key management personnel-one due to death and one due to resignation-leading
the Company to conclude that the investment no longer had recoverable value. The impairment was recorded in accordance with ASC 321-10-35-3
and replaced the last observable price, which management determined was no longer a valid measure of fair value.

 Management
of Securities:

 The
Company does not engage in securities trading or portfolio management, and no officer or director devotes material time to investment
activities. Time spent by Company personnel with respect to securities is limited to:

 -
Recording equity securities received as compensation for services,

 -
Periodically reviewing fair value adjustments in accordance with ASC 321, and

 -
Monitoring compliance with the 40% asset test under Section 3(a)(1)(C) of the 1940 Act.

 These
tasks are administrative in nature and represent less than 3% of overall personnel time. The Company does not pursue an investment strategy
and does not allocate resources to securities analysis, trading, or investment decisions.

 Comments
3 : - We do not agree with the Company's statement that Rule 2a-5 has any bearing on the Company's ability to use of future
cash flows and operational metrics in determining fair value.

 We
note the Company's statement ‘we recognize the $66M valuation of the funding portal may not reflect the price certain parties
might pay today.' Please provide additional analysis about how this statement is consistent with the requirement in the Investment
Company Act of 1940, as amended (‘1940 Act') to determine ‘value' as of the applicable date of measurement. We
also note that the fair value the Company ascribes to the Funding Portal is 43x the total assets of the Funding Portal (subject to comment
4, below).

 Netcapital
Response:

 The
Company has revised its approach in response to the Staff's comment and no longer references Rule 2a-5 in support of its valuation
methodology. The Company confirms that the fair value attributed to its wholly owned subsidiary, Netcapital Funding Portal Inc. (the
"Funding Portal"), represents a good faith estimate of the price that would be received in an orderly transaction as of January
31, 2025, consistent with the guidance in ASC 820 and the fair value requirements of Section 2(a)(41) of the Investment Company Act of
1940, as amended.

 The
previously included statement that ‘we recognize the $66M valuation of the Funding Portal may not reflect the price certain parties
might pay today' was intended to acknowledge that valuation judgments can vary among market participants depending on strategic
fit or expectations. However, we acknowledge the Staff's comment and have removed this statement. The Company confirms that its
fair value estimate reflects the amount that would be received in an orderly transaction between market participants as of January 31,
2025.

 The
$66 million valuation as of January 31, 2025, reflects the Company's good faith assessment of what a market participant would reasonably
pay to acquire the Funding Portal. In developing this estimate, the Company considered:

 1.
The Funding Portal's unique regulatory status as a registered intermediary under Regulation Crowdfunding;

 2.
The license to a proprietary software platform integral to its operations;

 3.
Historical and projected revenues from portal and issuer fees;

 4.
Active engagement metrics (number of registered investors and offerings launched); and

 5.
Comparable market valuations of similar platforms.

 While
we acknowledge that the $66 million valuation represents a high multiple of the Funding Portal's book assets (approximately 43x),
we respectfully submit that book value does not adequately capture the fair value of an operating business whose value is driven primarily
by intangible assets and revenue potential. In the Tonopah Mining Co. of Nevada decision, the Commission recognized that fair value should
reflect a company's earnings power and market participant expectations, not simply its book value.

 In
support of our valuation, the Company has also been in discussions with a registered securities exchange regarding a potential ‘merger
of equals.' Based on its most recent equity raise, this exchange was valued at $75 million. The exchange approached the Company
and proposed a business combination on terms that implied a similar valuation for the Funding Portal, that the shareholders of the Funding
Portal and the securities exchange would each own 50% of the combined entity. Although we are still negotiating a letter of intent, we
believe this third-party interest supports our valuation and demonstrates that market participants consider the Funding Portal to be
within this range of fair value.

 The
Company's valuation methodology included a discounted cash flow (DCF) analysis using:

 -
A five-year projection of portal operations,

 -
A 20% discount rate to reflect risk and market uncertainty, and

 -
An 8x terminal EBITDA multiple.

 These
assumptions are consistent with those used in industry valuations and reflect the conditions and expectations that would prevail in an
orderly transaction as of January 31, 2025. The DCF analysis resulted in a $58 million valuation.

 Accordingly,
the Company respectfully submits that the $66 million valuation represents fair value as defined by the 1940 Act and ASC 820 and is verified
by a market-based indicator involving a real potential transaction.

 Comments
#4 - Refer to the chart that you provided in response to prior comment 3. We note that, in a change from prior correspondence,
the Funding Portal lists the "Value of IP from technology license agreement" in the denominator of its Section 3(a)(1)(C)
analysis. Please provide: (i) specific facts and details regarding the licensing agreement and underlying intellectual property, including
counterparties involved, information about any associated revenue streams and whether the intellectual property involved is internally-generated
or acquired; (ii) analysis of the legal basis for including the value of such intellectual property in the Company's analysis under
Section 3(a) of the 1940 Act; and (iii) further details about how the Company determined the value of such intellectual property. Please
also advise as to whether such intellectual property is reflected on the Company's current financial statements and, if not, the
basis for any such omission.

 (i)
Facts Regarding the Licensing Agreement and Intellectual Property

 Netcapital
Funding Portal Inc. operates its Regulation Crowdfunding business using a proprietary software platform under a technology license agreement
with Netcapital Systems LLC, a third party that owns 1.1% of the outstanding shares of common stock of Netcapital Inc. The licensed platform
includes all the core functionality required to operate a compliant online funding portal under SEC and FINRA rules, including:

 ●
 Investor
 onboarding and accreditation workflows;

 ●
 Issuer
 offering page setup and campaign compliance;

 ●
 Transaction
 processing, fund flow tracking, and investment confirmations;

 ●
 Regulatory
 disclosures and reporting functionality.

 The
platform was developed by Netcapital Systems LLC and is not owned by the Company or its subsidiaries. The license is exclusive to the
Funding Portal for the purpose of conducting Regulation Crowdfunding activities in the United States. The license is perpetual and non-transferable,
with annual licensing fees charged by Netcapital Systems LLC and expensed as incurred.

 The
licensed technology was developed independently by Netcapital Systems LLC and is neither owned nor capitalized by the Company and was
not acquired for a lump-sum consideration. However, it is the core asset that enables the Funding Portal to operate and generate all
of its revenue streams, including listing fees, success fees, portal fees, and carried interest (equity fee) in offerings conducted through
the platform.

 (ii)
Legal Basis for Inclusion in the Section 3(a)(1)(C) Denominator

 The
Company respectfully submits that the value of the licensed technology is properly included in the denominator of the Section 3(a)(1)(C)
analysis, consistent with the purpose and construction of the test. Section 3(a)(1)(C) of the Investment Company Act is intended to identify
companies primarily engaged in the business of investing in securities based on the proportion of investment securities to total assets.

 The
Company believes that the technology license represents a critical operating asset, functionally equivalent to a capitalized technology
platform or internally developed software and is essential to the generation of all revenue and operations of the Funding Portal. The
inclusion of the license's fair value in the denominator reflects the economic substance of the business and ensures the asset
composition test appropriately captures the value of the company's operational infrastructure.

 Numerous
SEC releases and guidance documents recognize that intangibles and operating assets may be included in the denominator where they are
fundamental to an issuer's primary business. Consistent with that view, the Company includes the value of the technology license
to accurately reflect the Funding Portal's reliance on technology-driven services rather than investment activities.

 (iii)
Valuation of the Technology License

 The
Company valued the technology license at $1,440,499 as of January 31, 2025, based on a net present value (NPV) model of projected licensing
cost savings over a five-year term, discounted at 20%. The value is intended to reflect what a market participant would consider as the
benefit or cost replacement value of having access to a comparable system. Inputs to the valuation included:

 ●

 Annual
 licensing fee payments ($380,000/year),

 ●

 A
 5-year projected usage period,

 ●

 No
 assumed residual value beyond year 5,

 ●

 A
 20% discount rate reflecting risk and lack of transferability.

 (iv)
Treatment in Financial Statements

 The
license is not reflected on the Company's consolidated balance sheet as an intangible asset because it is not owned or capitalized
under U.S. GAAP. The license is accounted for as a service contract, and payments are recorded as operating expenses when incurred. As
such, while the license is not included in total assets under GAAP, its fair value is included in the denominator of the Section 3(a)(1)(C)
test as it represents a long-term operational asset critical to the Funding Portal's business model.

 Exhibit
A

 1940
Act Test

 Please
note that the Company has a new subsidiary, Netcapital Securities Inc., a newly formed FINRA-approved broker dealer with the ability
to conduct Regulation A and D offerings. The fair value of Netcapital Securities Inc. reflects its status as a FINRA-approved broker-dealer,
its current revenue-generating client, and the market participant assumptions around monetization of a niche compliance-driven asset.
The valuation is not based on long-term projections but on observable business activity and regulatory infrastructure as of January 31,
2025.

 Details
of the numerator and denominator are in the chart below:

 Netcapital Inc
 Funding Portal
 Netcapital Advisors
 Netcapital Securities
 Combined

 Asset Description
 1/31/2025
 1/31/2025
 1/31/2025
 1/31/2025
 1/31/2025

 Numerator for ‘40 Act Test

 Investment Securities

 Kingscrowd Inc
 $ 513

February 11, 2025
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K for Fiscal Year Ended April 30, 2024
Response dated January 23, 2025
File No. 001-41443
Dear Coreen Kraysler:
            We have reviewed your January 23, 2025 response to our comment letter and have the
following comments. Please respond to this letter within ten business days by providing the
requested information or advise us as soon as possible when you will respond. If you do not
believe a comment applies to your facts and circumstances, please tell us why in your
response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
November 21, 2024 letter.
Form 10-K for Fiscal Year Ended April 30, 2024
General
1.We note that most of your responses to our prior comments were based on
calculations and other information made as of July 31, 2024. Given the passage of
time, please update all such information as of December 31, 2024, or the most
recently available fiscal quarter end.
Regarding the Company's response to prior comment 2, please address the following:
•Provide, on a consolidated basis, an analysis of the Company's income – whether
realized or unrealized – by amount and type, and specifically identifying any
income deriving from assets that the Company believes are securities.
The Company's response describing the "Activities of Officers and Directors" did
not address how the Company, on a consolidated basis, manages the various
securities held by the Company and its consolidated subsidiaries (totaling, as of •2.

February 11, 2025
Page 2
July 31, 2024, over $25 million). Accordingly, please revise with sufficient details
about the activities and time spent by the Company's directors, officers, or
employees, as applicable, on a consolidated basis, with respect to such securities
holdings.
3.Regarding the Company's response to prior comment 3, please address the following:
•We do not agree with the Company's statement that Rule 2a-5 has any bearing on
the Company's ability to use of future cash flows and operational metrics in
determining fair value.
•We note the Company's statement "we recognize the $66M valuation of the
funding portal may not reflect the price certain parties might pay today." Please
provide additional analysis about how this statement is consistent with the
requirement in the Investment Company Act of 1940, as amended ("1940 Act") to
determine "value" as of the applicable date of measurement. We also note that the
fair value the Company ascribes to the Funding Portal is 43x the total assets of the
Funding Portal (subject to comment 4, below).
4.Refer to the chart that you provided in response to prior comment 3. We note that, in a
change from prior correspondence, the Funding Portal lists the "Value of IP from
technology license agreement" in the denominator of its Section 3(a)(1)(C)
analysis. Please provide: (i) specific facts and details regarding the licensing
agreement and underlying intellectual property, including counterparties involved,
information about any associated revenue streams and whether the intellectual
property involved is internally-generated or acquired; (ii) analysis of the legal basis
for including the value of such intellectual property in the Company's analysis under
Section 3(a) of the 1940 Act; and (iii) further details about how the Company
determined the value of such intellectual property. Please also advise as to whether
such intellectual property is reflected on the Company's current financial statements
and, if not, the basis for any such omission.
            Please contact Bonnie Baynes at 202-551-4924 or Rolf Sundwall at 202-551-3105 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

December
18, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Susan
    Block

    John
    Stickel

    Re:
    Netcapital
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-282590

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 Standard Time, on Friday, December 20, 2024, 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.

    /s/
    Martin Kay

    Name:

    Martin
    Kay

    Title:

    Chief
    Executive Officer

CORRESP
1
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

November 21, 2024
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K for Fiscal Year Ended April 30, 2023
Response dated October 31, 2024
File No. 001-41443
Dear Coreen Kraysler:
            We have reviewed your October 31, 2024 response to our comment letter and have
the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our October
11, 2024 letter.
Form 10-K for Fiscal Year Ended April 30, 2023
General
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.
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.

November 21, 2024
Page 2
3.Regarding the Company’s response to staff’s prior comment 2, we have the following
comments:
•Valuation of Subsidiary Interests:
oWith respect to Netcapital Funding Portal Inc. (“Funding Portal”), please
provide additional detail as to how the Company applies valuations of users,
investors, and issuers to determine the overall valuation of the Funding
Portal. In addition, the response states that the Company’s valuation of the
Funding Portal reflects “the portal’s operational potential.” Please provide
additional analysis, including citations to applicable law and precedent, about
how a valuation based on future “operational potential” is consistent with the
requirement in the Investment Company Act of 1940, as amended (“1940
Act”), to determine “value” as of the applicable date of measurement.
oWith respect to Netcapital Advisors, please provide additional information
and analysis about why each type of calculation was performed and how each
calculation is consistent with the requirement in 1940 Act to determine
“value” as of the applicable date. Please include the analysis for the
Company’s weighted average of these valuations.
oWith respect to the valuation of MSG Development Corp (“MSG”), please
clarify whether the retirement of the person referenced in response was the
sole basis of the Company’s value determination. If so, please discuss how
the use of such retirement is consistent with the requirement in 1940 Act to
determine “value” as of the applicable date of measurement. If not, please
identify the other factors that the Company used.
•Please provide a detailed legal analysis as to whether, in the Company’s view, the
Funding Portal and Netcapital Advisors are “investment securities” for purposes
of 1940 Act.
•With respect to the Funding Portal, the staff notes that a registered funding portal
may fall within the definition of investment company under section 3(a)(1)(C) of
the 1940 Act. See Regulation Crowdfunding adopting release available at
https://www.sec.gov/rules/final/2015/33-9974.pdf, footnote 633.
4.Please advise if the Company believes that Netcapital Advisors meets the definition of
“investment adviser” under the Investment Advisers Act of 1940 and, if so, whether
the Company intends to register as such with the Commission or with any
state. Please provide analysis to support your position.

November 21, 2024
Page 3
            Please contact Bonnie Baynes at 202-551-4924 or Rolf Sundwall at 202-551-3105 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

November 1, 2024
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Registration Statement on Form S-1
Filed October 10, 2024
File No. 333-282590
Dear Martin Kay:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed October 10, 2024
Cover Page
1.Please revise the cover page consistent with Rule 421 of Regulation C to ensure
disclosure is presented in an understandable manner.  As such, please revise to clarify
the transactions being registered.   Please avoid the use of multiple layers of
embedded lists, which makes it difficult to understand what transactions are being
registered.
May 2024 Warrant Inducement, page 13
We note you disclose various offerings starting here on page 13 that appear to relate
to the shares that are being offered for resale.  Please provide a clear description of all
transactions in which the shares or warrants were previously offered, and reconcile the
cover page disclosure about the securities to be offered and sold via this registration 2.

November 1, 2024
Page 2
statement with the disclosure beginning on page 13.  It appears that the transactions
discussed here include more offerings than just the offerings related to the shares
being offered for resale.  As such, please clarify in the disclosure here which are the
transactions from which the selling shareholders received the shares being offered for
resale, or the warrants that overlie the shares being offered for resale.  For instance,
include the same defined terms as used elsewhere, such as the "May 2024 A-3
Inducement Warrants," to clarify the transactions from which the selling shareholders
received shares, or will receive shares issuable upon the exercise of warrants, that they
are offering for resale.
Selling Shareholders, page 16
3.We note that some selling shareholders are legal entities. Please identify the
individual or individuals who have voting and dispositive power with respect to the
shares being offered for sale.  Refer to Item 403 and Item 507 of Regulation S-K, as
well as Compliance and Disclosure Interpretation 140.02 on Regulation S-K, available
on our website at www.sec.gov.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

October 11, 2024
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K for Fiscal Year Ended April 30, 2023
Response dated April 12, 2024
File No. 001-41443
Dear Coreen Kraysler:
            We have reviewed your April 12, 2024 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our March
29, 2024 letter.
Form 10-K for the fiscal year ended April 30, 2023 filed July 26, 2023
General
1.We note your response to comment 1. We do not find the response to be sufficiently
detailed and, accordingly, we reissue the comment. Please provide a comprehensive,
detailed legal analysis regarding whether you and your subsidiaries meet the
definition of an “investment company” under Section 3(a)(1)(A) of the Investment
Company Act of 1940.  In your response, please address, in detail, each of the factors
outlined in Tonapah Mining Company of Nevada , 26 SEC 426 (1947) and provide
legal and factual support for your analysis of each such factor.
In addition to the analysis requested above, please provide a comprehensive, detailed
legal analysis regarding whether the Company and each of its subsidiaries meets the
definition of an “investment company” under Section 3(a)(1)(C) of the Investment
Company Act of 1940. Please include in your analysis all relevant calculations under 2.

October 11, 2024
Page 2
Section 3(a)(1)(C) as of the most recent fiscal quarter end, being sure to identify each
constituent part of the numerator(s) and denominator(s). Please also describe and
discuss any other substantive determinations and/or characterizations of assets that are
material to your calculations. Without limiting the generality of the foregoing, please
also provide a detailed analysis as to basis of the value ascribed by the Company to
NetCapital Funding Portal Inc., MSG Development Corp. and NetCapital Advisors,
Inc. and whether such value, in the Company’s view, complies with section 2(a)(41)
of the Investment Company Act.
            Please contact Bonnie Baynes at 202-551-4924 or Rolf Sundwall at 202-551-3105 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

April
12, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Bonnie
    Baynes

    Rolf
                                            Sundwall

    Eric
    Envall

    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:

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 March 29, 2024 (the “Comment Letter”) regarding the Company’s Form 10-K for the fiscal year ended April 30, 2023
(the “Form 10-K”).

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.

Form
10-K for the fiscal year ended April 30, 2023 filed July 26, 2023

General

1.
Please provide a detailed legal analysis as to whether you and any of your subsidiaries meet the definition of an “investment company”
under Sections 3(a)(1)(A) and 3(a)(1)(C) of the Investment Company Act of 1940. Your analysis should include all facts upon which your
determination is based. Please also advise as to the percentage of the Company’s consolidated assets that consist of investment
securities as of year-end April 30, 2023 and the most recent fiscal quarter-end. Please note that we may refer your response to the Division
of Investment Management for further review.

Response:
As described in the more detailed legal analysis set forth below, the Company respectfully submits that neither the Company nor its
subsidiaries meet the definition of an “investment company” under Section 3(a)(1)(A) or Section 3(a)(1)(C) of the Investment
Company Act of 1940, as amended (“1940 Act”).

    -1-

Section
3(a)(1)(A) of the 1940 Act defines an “investment company” as any issuer “which is or holds itself out as being
engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities.” The Company
and its subsidiaries do not hold themselves out as being engaged (or proposing to engage) primarily in investing, reinvesting, or trading
in securities. The Company is primarily engaged in the business of operating a funding portal and consulting business and Company management
spends the vast majority of its time and attention on the core operating businesses of the Company; monitoring the investment securities
is only an ancillary activity.

The
Form 10-K and the Company’s Form S-1 filed on December 15, 2023 both include disclosures that the Company is not an investment
company under the 1940 Act and that, if the Company was required to register as an investment company, the Company could not practically
continue to operate its business. The Company’s disclosures indicate that the Company is a fintech company that has three operating
subsidiaries that operate a funding portal, provide marketing and strategic consulting services and provide corporate valuation services.

The
Company does hold securities of certain of its customers. Other than with respect to one investment into an affiliate, the Company has
not invested into any investment securities other than as a result of receipt of securities from customers as payment for consulting
and other services provided to such customers. Other than liquidating such securities for cash, the Company does not trade in securities
by buying securities for cash or by selling securities and reinvesting that capital into different investment securities. The Company
believes that being open to receiving in-kind securities as payment for services expands the market for its core services to additional
customers that may not otherwise be able to pay cash for such services.

While
for certain periods the majority of the Company’s revenue may come from unrealized changes in value of the investment securities,
the Company believes that such proportion of revenue is not indicative of the core focus of the Company on its operating businesses.
As the securities held by the Company are generally illiquid private securities, the value of a security can fluctuate within a wide
range of values which can, given the overall revenue level of the Company, cause large swings in the consolidated revenue of the Company
relative to the operating revenue of the Company.

As
reported in the Company’s 10-K for the fiscal year ended April 30, 2023, and the Form 10-Q for the fiscal quarter ended January
31, 2024, the percentage of the Company’s consolidated assets (including cash, cash equivalents and government securities) that
consisted of investment securities as of year-end (April 30, 2023) and the most recent fiscal quarter end (January 31, 2024) based on
the consolidated balance sheet were 55.5% and 50.0%, respectively. The Company believes that the percentage of assets calculated on a
consolidated basis is not a representative measure of the true proportion of the total value of the Company held in investment securities
because a significant portion of the value of the Company is in its operating subsidiaries and is built into assets (such as number of
portal users and value per user) that are not reflected on a consolidated balance sheet. As the Company is primarily engaged in operating
a funding portal and consulting activities, the Company respectfully submits that it is not primarily engaged in investing, reinvesting
or trading in securities and is not an “investment company” under Section 3(a)(1)(A).

    -2-

Section
3(a)(1)(C) of the Investment Company Act of 1940 defines an “investment company” as any issuer that “is engaged or
proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire
investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of Government securities
and cash items) on an unconsolidated basis.”

Section
3(a)(1)(C) is calculated at each entity level on an unconsolidated basis. Each of NetCapital Systems LLC, NetCapital Funding Portal Inc.,
and MSG Development Corp. did not hold any investment securities on their respective non-consolidated balance sheets as of April 30,
2023 and as of January 31, 2024 so each had 0% of its total assets (exclusive of Government securities and cash items) in investment
securities. NetCapital Advisors, Inc. held only 1 investment security on its balance sheet as of April 30, 2023 and as of January 31,
2024 and the value of its investment security was 32.7% and 26.5%, respectively, of its total assets (exclusive of Government securities
and cash items) as of such dates. While certain of the subsidiaries are contractually entitled to receive securities from customers as
payment for services, the subsidiaries direct those securities to the Company and such securities are held on the non-consolidated balance
sheet of the Company. Therefore, the Company respectfully submits that none of the Company’s subsidiaries are investment companies
under Section 3(a)(1)(C).

With
respect to the Company itself on an unconsolidated basis, (i) its equity interests in its wholly-owned subsidiaries do not qualify as
investment securities because the subsidiaries are wholly-owned and the subsidiaries are not themselves investment companies or relying
on Section 3(c)(1) or 3(c)(7) of the 1940 Act and (ii) the value of such equity interests in its subsidiaries is included in the calculation
of the total assets of the Company for purposes of Section 3(a)(1)(C). The value of the Company’s equity interests in NetCapital
Funding Portal Inc., MSG Development Corp. and NetCapital Advisors, Inc. was approved by the board of directors to be $76,784,978, $10,554,412
and $11,562,036, respectively as of April 30, 2023 and $82,432,788, $12,625,218 and $9,120,000, respectively as of January 31, 2024.
The valuation methodology for the Company’s interests in its subsidiaries was approved by the board of directors and the methodology
uses the same valuation tool that the Company uses to determine the valuation of its issuer customers that plan to conduct an offering
using the Company’s services. Using the foregoing valuations for its subsidiaries, the value of the Company’s investment
securities as of April 30, 2023 and as of January 31, 2024 was 18.7% and 16.9% of its total assets (exclusive of Government securities
and cash items), respectively. Therefore, the Company respectfully submits that it is not an investment company under Section 3(a)(1)(C).

    -3-

Item
1. Business

Development of Business, page 6

2.
We note your disclosure on page 6 of your three operating subsidiaries and each entity through which you provide these services. We also
note your disclosure of significant revenues for two of these subsidiaries. Please tell us, and revise future filings to disclose as
necessary, the following:

    ●
     Tell
    us whether each of the entities/operating subsidiaries you identify represent an operating segment pursuant to ASC 280-10-50-1 through
    50-9.

    ●
    Revise
    to disclose your operating segments and your reportable segments as well as the general information required by ASC 280-10-50-21.

    ●
    To
    the extent you aggregate operating segments into one or more reportable segments, please explain how the operating segments meet
    the aggregation criteria in ASC 280-10-50-11.

Response:
In light of our ongoing efforts to align with the Financial Accounting Standards Board’s Accounting Standards Codification
(ASC) 280, Segment Reporting, and after thorough review of our company’s operational structure and management processes, we continue
to determine that our operations constitute a single operating segment. This determination is based on the integrated nature of our ecosystem
in the fintech space, and the centralized decision-making process led by our Chief Operating Decision Maker (“CODM”), who
is our Chief Executive Officer. The rationale behind considering our entire operation as one business segment for reporting purposes
under ASC 280 is as follows:

 1. Centralized
                                            Decision-Making: All strategic and resource allocation decisions are made by our CODM
                                            across all subsidiaries and entities within the company. This centralized approach to decision-making
                                            ensures that our operations are highly integrated and managed as a singular strategic unit.
                                            The performance of the business is managed and reviewed for the consolidated company as a
                                            whole.

 2. Integrated
                                            Operational Ecosystem: Our subsidiaries and entities operate within a unified fintech
                                            ecosystem, sharing resources, technology, and objectives. This integration goes beyond mere
                                            collaboration, representing a singular operational framework focused on delivering cohesive
                                            fintech solutions.

 3. Uniform
                                            Review Process: The performance of all entities and subsidiaries is reviewed as a whole
                                            by our CODM, without discrete financial segments being evaluated separately. This holistic
                                            review process is indicative of a unified operational strategy rather than segmented business
                                            units.

 4. Consistent
                                            with Industry Peers: Our operational structure and the rationale for considering it as
                                            a single segment are consistent with practices observed in peers within the fintech space,
                                            including major players such as Affirm Holdings, Inc and PayPal Holdings, Inc. These companies
                                            have integrated operations that are managed and reported as a single segment.

 5. ASC
                                            280 Compliance: According to ASC 280-10-50-1 through 50-9, an operating segment is a
                                            component of an enterprise for which separate financial information is available and is reviewed
                                            regularly by our CODM. Given our integrated operational model and centralized review process,
                                            our entire operation is aligned with the spirit of ASC 280’s definition of an operating
                                            segment.

    -4-

Considering
the above points, we respectfully submit that our company operates as a single business segment within the meaning of ASC 280. This approach
not only reflects our operational reality but also aligns with the standard’s requirements for segment reporting. We believe that
this reporting structure provides meaningful and transparent financial information to our stakeholders, accurately reflecting our operational
and financial performance.

Item
7. Management’s Discussion and Analysis of Financial Reporting and Results of Operations Results of Operations

Fiscal Year 2023 Compared to Fiscal Year 2022, page 31

3.
We note your revenue disaggregation disclosures by service line nature on pages 32 and F-10. Please tell us, and revise future filing
as necessary, the following:

 ● We
                                            note the disclosure on page 6 of your three operating subsidiaries includes funding portal,
                                            consulting business and valuation business. We also note your game website revenue disclosed
                                            on pages 35 and F-10. Revise to clarify whether valuation business revenue and game website
                                            revenue are included in online or consulting services revenue, and quantify such amounts
                                            if material. Refer to ASC 606-10-50-5 and ASC 606-10-55-91.

 ● We
                                            note your disclosure on page 35 that you recognize service revenue under ASC 606 from your
                                            consulting contracts and game website. Please reconcile this disclosure with the disclosure
                                            on page F-8 that also includes funding portal in the service revenue you recognize.

 ● We
                                            note your revenue disclosures on pages 32 and F-8 regarding your “4.9% portal fee”
                                            and “listing fees”. Please reconcile these disclosures with those on pages 6
                                            and 30 regarding your “4.9% success fees” and “engagement fees.”

 ● Please
                                            revise your results of operations on page 31 to describe the underlying reasons for any material
                                            changes in quantitative and qualitative terms. Refer to Item 303(b) of Regulation S-K.

Response:
With respect to the first bullet point above, our valuation business revenue is included in our consulting revenue and our
game website revenue is reported separately. Specifically, our game website revenue amounted to $1,192 in fiscal 2023 and $1,155 in fiscal
2022. It is not a material component of our operations, and we

United States securities and exchange commission logo
March 29, 2024
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K for the fiscal year ended April 30, 2023
File No. 001-41443
Dear Coreen Kraysler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended April 30, 2023 filed July 26, 2023
General
1.Please provide a detailed legal analysis as to whether you and any of your
subsidiaries meet the definition of an “investment company” under Sections 3(a)(1)(A)
and 3(a)(1)(C) of the Investment Company Act of 1940.  Your analysis should include all
facts upon which your determination is based.  Please also advise as to the percentage of
the Company’s consolidated assets that consist of investment securities as of year-end
April 30, 2023 and the most recent fiscal quarter-end.  Please note that we may refer your
response to the Division of Investment Management for further review.
Item 1. Business
Development of Business, page 6
2.We note your disclosure on page 6 of your three operating subsidiaries and each entity
through which you provide these services.  We also note your disclosure of significant
revenues for two of these subsidiaries. Please tell us, and revise future filings to disclose
as necessary, the following:

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 March 29, 2024 Page 2
 FirstName LastNameCoreen Kraysler
Netcapital Inc.
March 29, 2024
Page 2
•Tell us whether each of the entities/operating subsidiaries you identify represent an
operating segment pursuant to ASC 280-10-50-1 through 50-9.
•Revise to disclose your operating segments and your reportable segments as well as
the general information required by ASC 280-10-50-21.
•To the extent you aggregate operating segments into one or more reportable
segments, please explain how the operating segments meet the aggregation criteria in
ASC 280-10-50-11.
Item 7. Management's Discussion and Analysis of Financial Reporting and Results of Operations
Results of Operations
Fiscal Year 2023 Compared to Fiscal Year 2022, page 31
3.We note your revenue disaggregation disclosures by service line nature on pages 32 and
F-10.  Please tell us, and revise future filing as necessary, the following:
•We note the disclosure on page 6 of your three operating subsidiaries includes
funding portal, consulting business and valuation business.  We also note your game
website revenue disclosed on pages 35 and F-10. Revise to clarify whether valuation
business revenue and game website revenue are included in online or consulting
services revenue, and quantify such amounts if material.  Refer to ASC 606-10-50-5
and ASC 606-10-55-91.
•We note your disclosure on page 35 that you recognize service revenue under ASC
606 from your consulting contracts and game website.  Please reconcile this
disclosure with the disclosure on page F-8 that also includes funding portal in
the service revenue you recognize.
•We note your revenue disclosures on pages 32 and F-8 regarding your "4.9% portal
fee" and "listing fees".  Please reconcile these disclosures with those on pages 6 and
30 regarding your "4.9% success fees" and "engagement fees."
•Please revise your results of operations on page 31 to describe the underlying reasons
for any material changes in quantitative and qualitative terms.  Refer to Item 303(b)
of Regulation S-K.
Consolidated Balance Sheet, page F-3
4.We note your $625,799 of proceeds received from stock subscriptions during fiscal year
2022 and the related recognition of liabilities in your October 31, 2023, April 30, 2023
and April 30, 2022 balance sheets.  As we requested in prior comment 2 of our comment
letter dated September 20, 2021, please revise future filings to disclose your accounting
policy related to stock subscriptions, including whether your investors have the right to
cancel and have the consideration refunded.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 March 29, 2024 Page 3
 FirstName LastName
Coreen Kraysler
Netcapital Inc.
March 29, 2024
Page 3
            Please contact Bonnie Baynes at 202-551-4924 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters. Please
contact Eric Envall at 202-551-3234 or Sandra Hunter Berkheimer at 202-551-3758 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

December
15, 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 November 30, 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 December 12, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 2 to Registration Statement on
Form S-1 (File No. 333-275210) (the “Registration Statement”) filed on November 15, 2023.

As
a preliminary matter, while the prior amended Registration Statement filing contemplated that the Company through its officers
and directors would undertake the offering on a best-efforts basis, the Company has been able to reach an agreement under which the offering
is now to be undertaken with a placement agent on a reasonable best-efforts basis. We are filing Amendment No. 3 to Registration Statement
(the “Amendment”) concurrently with this letter, which Amendment reflects the inclusion of the placement agent and appropriate
changes in this regard have been made throughout.

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 stated in our responses, the Amendment addresses the comments in the Comment Letter. 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 November 15, 2023

Cover
Page

    1.
    We note your response to
    prior comment 2. Please describe on the cover page your arrangements to place the funds in an escrow, trust, or similar account,
    or if you have not made these arrangements, state this fact and describe the effect on investors. Refer to Item 501(b)(8)(iii) of
    Regulation S-K.

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

Risk
Factors

Risks
Related to Our Need for Additional Capital, page 13

    2.
    We note that this offering
    has gone from a firm commitment, to a best efforts offering with a placement agent, to an offering where selling efforts will be
    conducted by your officers and directors. Add a risk factor to clarify that the present offering may not raise the full amount registered.
    If you are not able to sell a significant portion of the shares registered, an investor in this offering may purchase shares in a
    company that remains under capitalized

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

    -1-

Use
of Proceeds, page 27

    3.
    Given that this is a best
    efforts, no minimum offering, please revise your Use of Proceeds section to show the impact of receiving proceeds at varying levels.,
    e.g. 25%, 50%, 75% and 100% of the securities being sold.

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

Plan
of Distribution, page 66

    4.
    We note your disclosure
    that this is a best efforts offering conducted by your officers and directors. Please revise your Plan of Distribution to clarify
    whether these officers and directors are registered broker-dealers under Section 15 of the Exchange Act or, if not, whether you intend
    to rely on Rule 3a4-1 of the Exchange Act. Your response should include a supplemental analysis of the basis for your reliance demonstrating
    how these officers and directors will maintain the safe harbor, if applicable.

Response: Please
be advised that H.C. Wainwright & Co., LLC has been engaged as the Company’s placement agent and will be
conducting the offering on a reasonable best-efforts basis, which has been disclosed throughout 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.

    -2-

United States securities and exchange commission logo
December 12, 2023
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 2 to Form S-1
Filed November 30, 2023
File No. 333-275210
Dear Martin Kay:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Form S-1 Filed November 30, 2023
Cover Page
1.We note your response to prior comment 2. Please describe on the cover page your
arrangements to place the funds in an escrow, trust, or similar account, or if you have not
made these arrangements, state this fact and describe the effect on investors. Refer to Item
501(b)(8)(iii) of Regulation S-K.

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 December 12, 2023 Page 2
 FirstName LastName
Martin Kay
Netcapital Inc.
December 12, 2023
Page 2
Risk Factors
Risks Related to Our Need for Additional Capital, page 13
2.We note that this offering has gone from a firm commitment, to a best efforts offering
with a placement agent, to an offering where selling efforts will be conducted by your
officers and directors. Add a risk factor to clarify that the present offering may not raise
the full amount registered. If you are not able to sell a significant portion of the shares
registered, an investor in this offering may purchase shares in a company that remains
under capitalized.
Use of Proceeds, page 27
3.Given that this is a best efforts, no minimum offering, please revise your Use of Proceeds
section to show the impact of receiving proceeds at varying levels., e.g. 25%, 50%, 75%
and 100% of the securities being sold.
Plan of Distribution, page 66
4.We note your disclosure that this is a best efforts offering conducted by your officers and
directors. Please revise your Plan of Distribution to clarify whether these officers and
directors are registered broker-dealers under Section 15 of the Exchange Act or, if not,
whether you intend to rely on Rule 3a4-1 of the Exchange Act. Your response should
include a supplemental analysis of the basis for your reliance demonstrating how these
officers and directors will maintain the safe harbor, if applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory R. Carney, Esq.

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

November
30, 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
    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 November 27, 2023 (the “Comment Letter”) regarding the Company’s Amendment No. 1 to Registration Statement on
Form S-1 (File No. 333-275210) (the “Registration Statement”) filed on November 15, 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 filing Amendment No. 2 to the Registration Statement (the “Amendment”) concurrently
with this letter. 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 November 15, 2023

Cover
Page

1. In
                                            the fourth paragraph you disclose that your shares are listed on NASDAQ. Revise this section
                                            to disclose that you received a notice from NASDAQ that you do not meet the minimum bid,
                                            and may be delisted if your share price does not recover

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

2. Revise
                                            the cover page to describe the underwriting arrangements for this offering. See Item 501(b)8
                                            of Regulation S-K.

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

Our
Business, page 3

3. Where
                                            you discuss your revenues and gross profits for the years ended April 30, 2023 and April
                                            30, 2022, and for the three months ended July 31, 2023 and July 31, 2022, please clarify
                                            which portion of the profits are cash collected or otherwise represent another receivable.
                                            Please also disclose whether a significant portion of your gross profit represents cash collected
                                            from entities in which you own equity and, if so, quantify the proportion of profit the entities
                                            in which you own equity contributed towards your gross profit for each period covered in
                                            this registration statement.

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

4. We
                                            note that you disclosed the number of offerings closed on the Netcapital funding portal in
                                            fiscal 2023 and 2022. With a view towards balanced disclosure, please disclose the total
                                            number of offerings hosted on the Netcapital funding portal and specify the number of offerings
                                            that did not close or did not raise the offering amount sought in fiscal 2023 and 2022.

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

5. For
                                            the periods covered in this registration statement, please quantify the number of companies
                                            that hosted offerings on your funding portal in which you, your subsidiaries, your officers,
                                            directors or key control people, or companies controlled by your officers, directors or key
                                            control people, own equity. Please also disclose here, and in Certain Relationships and Related
                                            Party Transactions or elsewhere as appropriate, the extent to which securities offered on
                                            your funding portal are controlled by you, your subsidiaries, your officers, directors or
                                            key control people or companies affiliated with such individuals before they listed their
                                            offerings on the funding portal.

Response:
In response to the Staff’s comment, we have disclosed the number of companies that hosted offerings on our funding portal
in which we, our subsidiaries, our officers, directors or key control people, or companies controlled by our officers, directors or key
control people, own equity. Please be advised that none of the securities offered on our funding portal were controlled by us, our subsidiaries,
our officers, directors or key control people or companies affiliated with such individuals before they listed their offerings on the
funding portal. Accordingly, we respectfully contend that no additional disclosure is required in the Amendment.

Case
Studies, page 5

6. The
                                            case studies must present a balanced picture of the type of offering made on your platform,
                                            and the success of those offerings and the related income to Netcapital. Balance the presentation
                                            to disclose the total number of offerings made on your site, the number that were funded,
                                            and the average revenue to Netcapital from the average offering. Alternatively, if you conclude
                                            that these case studies are not representative of the average offering on your platform,
                                            remove the disclosure. Make similar changes to the disclosure beginning on page 33.

Response:
The disclosure related to “Case Studies” has been removed both here on page 33.

7. Please
                                            revise this section to provide the following disclosures:

●
Disclose whether you, your subsidiaries, your officers, directors, or key personnel, or companies affiliated with such persons own an
equity stake in any of the companies highlighted in the case studies, and the nature of such ownership, if any.

●
For each case study, disclose whether the highlighted companies went on to deliver the product or service it marketed to its investors
during the offerings hosted on your funding platform.

Response:
As noted in comment 6 above, the disclosure related to “Case Studies” has been removed both here on page 33, and we respectfully
submit that as a result of removing such disclosure, the comment above is no longer applicable.

Key
Metrics of our Funding Portal

8. We
                                            note your disclosure of the number of offerings launched and funded. Please disclose the
                                            number of companies in which you, your subsidiaries, your officers, directors, or their affiliates,
                                            or any companies owned or otherwise affiliated with such related persons own equity, if any.

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

9. We
                                            also note your disclosure of the percentage of revenues attributed to certain customers.
                                            Please disclose the identity of these key customers. Disclose whether you own the equity
                                            or other securities of these customers, and the amount of any outstanding accounts receivable
                                            payable to Netcapital by those customers. Finally, clarify if these customers are owned,
                                            directly or indirectly, by your officers, directors, or other affiliates, or by companies
                                            owned or otherwise affiliated with such related persons.

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

10. Please
                                            clarify whether Netcapital or the users of Netcapital that access and use the Templum ATS
                                            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 10.12.

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

11. Please
                                            clarify whether Netcapital facilitates any subscriber arrangements between Netcapital and
                                            Templum.

Response:
As previously disclosed in the Registration Statement, we are designing the software to allow issuers and investors on the Netcapital
platform to access the Templym ATS in order to engage in secondary trading of securities in a regulatorily compliant manner. Once a user
clicks on the “trade order” button on the user dashboard from the netcapital.com website to access the Templum
ATS, the user and Templum will communicate directly with each other regarding secondary trades without any additional involvement from
us.

12. We
                                            note that the Netcapital funding portal will have access to information and logs of customer
                                            activity. Given that you own securities in companies that host offerings on the funding portal
                                            and may be subject to secondary trading via the Templum ATS, please disclose whether there
                                            are any controls or procedures in place governing the treatment and handling of this information,
                                            particularly with respect to your investment activities, and describe the key elements of
                                            such controls or procedures.

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

13. Exhibit
                                            10.12 appears to contain portions of redacted information. Please mark the exhibit index
                                            to indicate that portions of this exhibit have been omitted. Refer to Regulation S-K, Item
                                            601(b)(10)(iv).

Response:
In response to the Staff’s comment, the exhibit index has been marked to indicate that portions of the Exhibit have been omitted.

14. Exhibit
                                            10.13 is described as the Form of Securities Purchase Agreement between Netcapital Inc. and
                                            certain institutional investors dated May 23, 2023, but appears to direct to Exhibit 10.12,
                                            the Software License and Services Agreement between Templum, Inc. and Netcapital Systems
                                            LLC dated January 2, 2023. Please ensure the described exhibit matches the hyperlinked form

Response:
Please be advised the Exhibit 10.13 is now hyperlinked to the correct form referenced 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.

United States securities and exchange commission logo
November 27, 2023
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 1 to Form S-1
Filed November 15, 2023
File No. 333-275210
Dear Martin Kay:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Form S-1 filed November 15, 2023
Cover Page
1.In the fourth paragraph you disclose that your shares are listed on NASDAQ. Revise this
section to disclose that you received a notice from NASDAQ that you do not meet the
minimum bid, and may be delisted if your share price does not recover.
2.Revise the cover page to describe the underwriting arrangements for this offering. See
Item 501(b)8 of Regulation S-K.
Our Business, page 3
3.Where you discuss your revenues and gross profits for the years ended April 30, 2023 and
April 30, 2022, and for the three months ended July 31, 2023 and July 31, 2022, please
clarify which portion of the profits are cash collected or otherwise represent another
receivable. Please also disclose whether a significant portion of your gross

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 November 27, 2023 Page 2
 FirstName LastNameMartin Kay
Netcapital Inc.
November 27, 2023
Page 2
profit represents cash collected from entities in which you own equity and, if so, quantify
the proportion of profit the entities in which you own equity contributed towards your
gross profit for each period covered in this registration statement.
4.We note that you disclosed the number of offerings closed on the Netcapital funding
portal in fiscal 2023 and 2022. With a view towards balanced disclosure, please disclose
the total number of offerings hosted on the Netcapital funding portal and specify the
number of offerings that did not close or did not raise the offering amount sought in fiscal
2023 and 2022.
5.For the periods covered in this registration statement, please quantify the number of
companies that hosted offerings on your funding portal in which you, your subsidiaries,
your officers, directors or key control people, or companies controlled by your officers,
directors or key control people, own equity. Please also disclose here, and in Certain
Relationships and Related Party Transactions or elsewhere as appropriate, the extent to
which securities offered on your funding portal are controlled by you, your subsidiaries,
your officers, directors or key control people or companies affiliated with such individuals
before they listed their offerings on the funding portal.
Case Studies, page 5
6.The case studies must present a balanced picture of the type of offering made on your
platform, and the success of those offerings and the related income to Netcapital. Balance
the presentation to disclose the total number of offerings made on your site, the number
that were funded, and the average revenue to Netcapital from the average
offering. Alternatively, if you conclude that these case studies are not representative of the
average offering on your platform, remove the disclosure. Make similar changes to the
disclosure beginning on page 33.
7.Please revise this section to provide the following disclosures:
•Disclose whether you, your subsidiaries, your officers, directors, or key personnel, or
companies affiliated with such persons own an equity stake in any of the companies
highlighted in the case studies, and the nature of such ownership, if any.
•For each case study, disclose whether the highlighted companies went on to deliver
the product or service it marketed to its investors during the offerings hosted on
your funding platform.
Key Metrics of our Funding Portal, page 35
8.We note your disclosure of the number of offerings launched and funded. Please disclose
the number of companies in which you, your subsidiaries, your officers, directors, or their
affiliates, or any companies owned or otherwise affiliated with such related persons own
equity, if any.
9.We also note your disclosure of the percentage of revenues attributed to certain customers.
Please disclose the identity of these key customers. Disclose whether you own the equity

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 November 27, 2023 Page 3
 FirstName LastName
Martin Kay
Netcapital Inc.
November 27, 2023
Page 3
or other securities of these customers, and the amount of any outstanding accounts
receivable payable to Netcapital by those customers. Finally, clarify if these customers are
owned, directly or indirectly, by your officers, directors, or other affiliates, or by
companies owned or otherwise affiliated with such related persons.
Proposed ATS Relationship, page 36
10.Please clarify whether Netcapital or the users of Netcapital that access and use the
Templum ATS 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 10.12.
11.Please clarify whether Netcapital facilitates any subscriber arrangements between
Netcapital and Templum.
12.We note that the Netcapital funding portal will have access to information and logs of
customer activity. Given that you own securities in companies that host offerings on the
funding portal and may be subject to secondary trading via the Templum ATS, please
disclose whether there are any controls or procedures in place governing the treatment and
handling of this information, particularly with respect to your investment activities, and
describe the key elements of such controls or procedures.
Exhibits
13.Exhibit 10.12 appears to contain portions of redacted information. Please mark the exhibit
index to indicate that portions of this exhibit have been omitted. Refer to Regulation S-K,
Item 601(b)(10)(iv).
14.Exhibit 10.13 is described as the Form of Securities Purchase Agreement between
Netcapital Inc. and certain institutional investors dated May 23, 2023, but appears to
direct to Exhibit 10.12, the Software License and Services Agreement between Templum,
Inc. and Netcapital Systems LLC dated January 2, 2023. Please ensure the described
exhibit matches the hyperlinked form.
            Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory R. Carney, Esq.

CORRESP
1
filename1.htm

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.

United States securities and exchange commission logo
September 26, 2023
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 11, 2023
File No. 333-273158
Dear Martin Kay:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 23, 2023 letter.
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

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 September 26, 2023 Page 2
 FirstName LastName
Martin Kay
Netcapital Inc.
September 26, 2023
Page 2
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.
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.
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.
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.
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.
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.
            Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor, Legal Branch
Chief, at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory R. Carney, Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
August 23, 2023
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 8, 2023
File No. 333-273158
Dear Martin Kay:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 25, 2023 letter.
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.

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 August 23, 2023 Page 2
 FirstName LastName
Martin Kay
Netcapital Inc.
August 23, 2023
Page 2
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.
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.
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.
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.
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.
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.
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.

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 August 23, 2023 Page 3
 FirstName LastName
Martin Kay
Netcapital Inc.
August 23, 2023
Page 3
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.
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.
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.
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.
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.
            Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor, Legal Branch
Chief, at 202-551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory R. Carney, Esq.

CORRESP
1
filename1.htm

NETCAPITAL INC.

1 Lincoln Street

Boston, MA 02111

August 8, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F. Street, NE

Washington, DC 20549

    Attention:
    Sonia Bednarowski

    Nolan McWilliams

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1

    Filed July 7, 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 July 25, 2023 (the “Comment
Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed on July
7, 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. 1 to the Registration Statement (the “Amendment”). Capitalized
terms used but not defined in this letter have the meanings ascribed to such terms in Amendment.

Form S-1 filed July 7, 2023

Prospectus Summary

Our Business, page 3

    1.
    Revise this section to disclose the total number of projects funded and the average size of funded projects for each year presented.

    RESPONSE:
    In response to the Staff’s comment, the Amendment discloses the total number of projects funded and the average size of funded projects for each year presented.

    2.
    Beginning on page 4, you provide "Case Study" examples of crowdfunding offerings on your platform. Revise this section to provide an explanation for why you included the case studies. Also, revise each one to disclose the revenues generated for Netcapital Funding Portal, or other affiliated firms, from each of the offerings cited. Disclose the total number of offerings where less than the maximum offering amount was raised at the termination of the offering period. Finally, disclose the average size of offerings closed on your platform.

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

    Proposed ATS Partnership, page 38.

    3.
    We note your disclosure that a beta testing platform was established. To the extent you have any updates on the progress of the platform's beta testing, please include such disclosure.

    RESPONSE:
    In response to the Staff’s comment, disclosure regarding updates on the beta testing for the platform have been included in the Amendment.

     4

    We note your disclosure that you intend to launch a secondary trading
    feature using the Templum ATS. Please include your anticipated steps in developing this platform, including timelines such as when the
    platform will become available to the public and milestones. In your revised disclosure, please:

    • describe how you intend to integrate the Templum ATS with your
    platform, including how issuers and investors will access the ATS through your platform and the type of transactions that they will be
    able to conduct;

    • disclose the estimated costs, and the sources of funding to integrate
    the ATS with your platform; and

    • discuss here and add risk factors describing integration risks
    with integrating a third party ATS to your platform and address whether you will be subject to liability base on your platform's users'
    or the third-party ATS's activities.

    RESPONSE:

    In response to the Staff’s comment, additional
    disclosure has been included in the Amendment to: (i) describe how we intend to integrate the Templum ATS with our platform, including
    how issuers and investors will access the ATS through our platform and the type of transactions that they will be able to conduct; (ii)
    disclose the estimated costs, and the sources of funding to integrate the ATS with our platform and describing integration risks with
    integrating a third party ATS to our platform and address whether we will be subject to liability base on our platform's users' or the
    third-party ATS's activities.

    The requested additional risk factor has been included
    as well.

    5

    Revise your disclosure to state whether, under
    its agreement with Templum Markets, Netcapital will generate revenue from sales of securities offered on the ATS. Please provide us with
    an explanation of how the ATS will operate, which entities are responsible for trade execution, escrow and transfer of purchase prices
    and fees paid to Templum, Netcapital and the buyer/seller of the securities.

    RESPONSE:
    In response to the Staff’s comment, additional disclosure has been included in the Amendment regarding whether Netcapital will generate revenue from the sales of securities offered on the ATS as well as an explanation of how the ATS will operate, which entities are responsible for trade execution, escrow and transfer of purchase prices and fees paid to Templum, Netcapital and the buyer/seller of the securities.

     6
    Revise your disclosure to state whether Netcapital will be able to sell its interest in any portfolio company using the ATS.

    RESPONSE:
    In response to the Staff’s comment, the disclosure in the Amendment has been revised to disclose the terms on which Netcapital will be able to sell its interest in any portfolio company using the ATS, if at all.

    Industry

    Tailwinds, page 38

     7
    Revise your discussion of the 2020 Department of Labor statement on private equity to discuss the 2021 supplement to that statement, detailing expectation for monitoring private equity investments. Discuss whether Netcapital offerings provide sufficient information to facilitate that type of monitoring for offerings of the size you facilitate on your platform.

    RESPONSE:
    In response to the Staff’s comment, we have removed references to the Department of Labor statement and the private equity discussion in the Amendment.

    8
    Revise your discussion of private equity investments to state whether you believe that either the Labor Department Statement and the Boston Consulting Group evaluation of private equity evaluated investments in crowdfunding offerings. Alternatively, please revise this section to explain why you believe that evaluations of private equity investments are meaningful in evaluating the market for your crowd funding platform services.

    RESPONSE:
    In response to the Staff’s comment, we have removed the discussion of private equity and the Boston Consulting Group disclosure in the Amendment.

Investment Portfolio, page 38

    9
    We note your disclosure regarding the potential value creation driven by your portfolio companies. Please balance your disclosure with equally prominent disclosure of the risks and disadvantages of your portfolio companies on your potential value, including those risks and disadvantages that may be material to investors. Also, revise this section to discuss how Netcapital can monetize its investments in the portfolio companies, and any dividends or sales proceeds that Netcapital has realized from its investments to date.

    RESPONSE:
    In response to the Staff’s comment, we have revised the Amendment to include the requested disclosure.

    Exhibits

    10
    We note your reference to the partnership agreement with Templum Markets LLC entered into in January 2023. Please file it as an exhibit to your registration statement and describe its material terms.

    RESPONSE:
    We respectfully advise the Staff that the agreement setting forth our relationship with Templum was filed as Exhibit 10.12 to the Registration Statement—titled “Software License and Services Agreement between Templum Inc. and Netcapital Systems LLC.”  We have removed references to “partnership” regarding our relationship with Templum in the Amendment.

    Sincerely,

    Netcapital  Inc.

    By: /s/ Martin Kay

    By:  Martin Kay, Chief Executive Officer

United States securities and exchange commission logo
July 25, 2023
Martin Kay
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Registration Statement on Form S-1
Filed July 7, 2023
File No. 333-273158
Dear Martin Kay:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed July 7, 2023
Prospectus Summary
Our Business, page 3
1.Revise this section to disclose the total number of projects funded and the average size of
funded projects for each year presented.

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 July 25, 2023 Page 2
 FirstName LastName
Martin Kay
Netcapital Inc.
July 25, 2023
Page 2
2.Beginning on page 4, you provide "Case Study" examples of crowdfunding offerings on
your platform.  Revise this section to provide an explanation for why you included the
case studies.  Also, revise each one to disclose the revenues generated for Netcapital
Funding Portal, or other affiliated firms, from each of the offerings cited.  Disclose the
total number of offerings where less than the maximum offering amount was raised at the
termination of the offering period.  Finally, disclose the average size of offerings closed
on your platform.
Proposed ATS Partnership, page 38
3.We note your disclosure that a beta testing platform was established. To the extent you
have any updates on the progress of the platform's beta testing, please include such
disclosure.
4.We note your disclosure that you intend to launch a secondary trading feature using the
Templum ATS. Please include your anticipated steps in developing this platform,
including timelines such as when the platform will become available to the public and
milestones.  In your revised disclosure, please:
•describe how you intend to integrate the Templum ATS with your platform, including
how issuers and investors will access the ATS through your platform and the type of
transactions that they will be able to conduct;
•disclose the estimated costs, and the sources of funding to integrate the ATS with
your platform; and
•discuss here and add risk factors describing 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.
5.Revise your disclosure to state whether, under its agreement with Templum Markets,
Netcapital will generate revenue from sales of securities offered on the ATS.  Please
provide us with an explanation of how the ATS will operate, which entities are
responsible for trade execution, escrow and transfer of purchase prices and fees paid to
Templum, Netcapital and the buyer/seller of the securities.
6.Revise your disclosure to state whether Netcapital will be able to sell its interest in any
portfolio company using the ATS.
Industry Tailwinds, page 38
7.Revise your discussion of the 2020 Department of Labor statement on private equity to
discuss the 2021 supplement to that statement, detailing expectation for monitoring
private equity investments.  Discuss whether Netcapital offerings provide sufficient
information to facilitate that type of monitoring for offerings of the size you facilitate on
your platform.
8.Revise your discussion of private equity investments to state whether you believe that
either the Labor Department Statement and the Boston Consulting Group evaluation of

 FirstName LastNameMartin Kay
 Comapany NameNetcapital Inc.
 July 25, 2023 Page 3
 FirstName LastName
Martin Kay
Netcapital Inc.
July 25, 2023
Page 3
private equity evaluated investments in crowdfunding offerings.  Alternatively, please
revise this section to explain why you believe that evaluations of private equity
investments are meaningful in evaluating the market for your crowd funding platform
services.
Investment Portfolio, page 38
9.We note your disclosure regarding the potential value creation driven by your portfolio
companies. Please balance your disclosure with equally prominent disclosure of the risks
and disadvantages of your portfolio companies on your potential value, including those
risks and disadvantages that may be material to investors.  Also, revise this section to
discuss how Netcapital can monetize its investments in the portfolio companies, and any
dividends or sales proceeds that Netcapital has realized from its investments to date.
Exhibits
10.We note your reference to the partnership agreement with Templum Markets LLC entered
into in January 2023. Please file it as an exhibit to your registration statement and describe
its material terms.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor at 202-551-3419
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Gregory R. Carney, Esq.

CORRESP
1
filename1.htm

Netcapital
Inc.

1
Lincoln Street

Boston,
MA 02111

October
24, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tonya K. Aldave

    Re:
    Netcapital
    Inc.

    Form S-3
    Registration Statement

    Filed
    October 18, 2022

    File
    No. 333-267921

Ladies
and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, 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 4:00
p.m., Eastern Daylight Time, on Wednesday, October 26, 2022, or as soon thereafter as possible.

Please
notify Greg Carney of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (213) 617-4209 as soon as possible as to
the time the Registration Statement has been declared effective pursuant to this acceleration request.

    NETCAPITAL INC.

    By:
    /s/
    Cecilia Lenk

    Name:
    Cecilia Lenk

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
October 24, 2022
Cecilia Lenk
Chief Executive Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Registration Statement on Form S-3
Filed October 18, 2022
File No. 333-267921
Dear Cecilia Lenk:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Richard Friedman, Esq.

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

July
8, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Sonia Bednarowski

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1 (File No. 333-262688)

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 5:00 p.m., Eastern Daylight Time, on Tuesday, July 12, 2022, 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/ Cecilia Lenk____________

Name:
Cecilia Lenk

Title:
Chief Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor

New
York, NY 10004

July
8, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1

    File No. 	333-262688

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 5:00 p.m. Eastern Time on July 12, 2022 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

July
7, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Sonia Bednarowski

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1 (File No. 333-262688)

Ladies
and Gentlemen:

Please
be advised that Netcapital Inc. (the “Company”) hereby withdraws its request for acceleration of the effective date of the
registration statement at 5:00 p.m., Eastern Daylight Time, on Thursday, July 7, 2022.

Please
notify Richard Friedman of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3031 as soon as possible
if you have any questions or require anything further.

Thank
you,

NETCAPITAL
INC.

By:
/s/ Cecilia Lenk

Name:
Cecilia Lenk

Title:
Chief Executive Officer

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 22nd Floor

New
York, NY 10004

July
7, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    Netcapital Inc. (the “Company”)

    Registration Statement on Form S-1 (File No. 333-262688)
    (the “Registration Statement”)

Ladies
and Gentlemen:

Reference is made to our letter,
filed as correspondence via EDGAR on July 5, 2022, in which we, as representative of the several underwriters of the Company’s
proposed public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration
Statement for Thursday, July 7, 2022, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable, in accordance with Rule 461 under
the Securities Act of 1933, as amended. The Company is no longer requesting that such Registration Statement be declared effective at
this time and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Eric Lord

    Eric Lord

    Head of Investment Banking

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 22nd Floor

New
York, NY 10004

July
5, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F St., N.E.

Washington,
D.C. 20549

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1

    File No. 	333-262688

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), ThinkEquity LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 5:00 p.m. Eastern Time on July 7, 2022 or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

NETCAPITAL
INC.

1
Lincoln Street

Boston,
MA 02111

July
5, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Sonia Bednarowski

    Re:
    Netcapital Inc.

    Registration Statement on Form S-1 (File No. 333-262688)

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 5:00 p.m., Eastern Daylight Time, on Thursday, July 7, 2022, 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/ Cecilia Lenk

Name:
Cecilia Lenk

Title:
Chief Executive Officer

United States securities and exchange commission logo
June 29, 2022
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed June 28, 2022
File No. 333-262688
Dear Ms. Kraysler:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 18, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.Refer to Exhibit 5.1.  We note that the warrant agreement is governed by New York law
and counsel's opinion is limited to the laws of Utah.  Please have counsel revise the scope
of the legality opinion accordingly.

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 June 29, 2022 Page 2
 FirstName LastName
Coreen Kraysler
Netcapital Inc.
June 29, 2022
Page 2
            Please contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

April 20, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Sonia
    Bednarowski

    Nolan
    McWilliams

    Re:
    Netcapital Inc.

    Amendment
        No. 1 to

    Registration
    Statement on Form S-1

    Filed April 8, 2022

    File No. 333-262285

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 April 18, 2022 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”).

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.

Registration
Statement on Form S-1

General

    1.
    Refer to your response
    to comments 1 and 4. You state here and on page 32 that you are exploring various alternatives to provide issuers and investors on
    your portal with the potential for greater distribution and liquidity for secondary offerings, including engaging a broker dealer
    that operates an Alternative Trading System. Please tell us whether you have plans to register under Regulation ATS in connection
    with adopting a Secondary Transfer Feature for users of your platform. To the extent that you do not intend to register as an ATS
    or do not engage a registered broker dealer, please tell why you are not required to register and how your activities in this regard
    will be consistent with the limited permitted activities by funding portals in Regulation Crowdfunding.

    RESPONSE:
    While we are not currently
        engaged in any active discussion with any broker-dealers which operate an Alternative Trading System (ATS), we are still exploring
        various alternatives to provide issuers and investors on our portal with the potential for greater distribution and liquidity
        for secondary offerings. This includes, but it not limited to, engaging in discussions with broker dealers that operate an ATS
        as we have stated in our registration statement. In the event that we do in fact engage a broker-dealer that operates an ATS
        (or if we determine to form our own broker-dealer entity for this purpose), we recognize that we will need to comply with the
        provisions of Regulation ATS. Further, we acknowledge that we may need to register under Regulation ATS should our secondary
        trading feature use any non-discretionary methods under which any orders to purchase or sell a security interact with each other.
        Given that we do not currently have the framework for any such secondary trading feature determined, we respectfully submit that
        we are unable at this time to state whether registration under Regulation ATS will be required in the future.

    Sincerely,

    Netcapital  Inc.

    /s/
    Cecilia Lenk

    By:Cecilia
     Lenk

    Title: CEO

United States securities and exchange commission logo
April 18, 2022
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed April 8, 2022
File No. 333-262688
Dear Ms. Kraysler:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 11, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Our Strategy, page 4
1.Refer to your response to comments 1 and 4.  You state here and on page 32 that you are
exploring various alternatives to provide issuers and investors on your portal with the
potential for greater distribution and liquidity for secondary offerings, including engaging
a broker dealer that operates an Alternative Trading System.  Please tell us whether you
have plans to register under Regulation ATS in connection with adopting a Secondary
Transfer Feature for users of your platform.  To the extent that you do not intend to
register as an ATS or do not engage a registered broker dealer, please tell why you are not

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 April 18, 2022 Page 2
 FirstName LastName
Coreen Kraysler
Netcapital Inc.
April 18, 2022
Page 2
required to register and how your activities in this regard will be consistent with the
limited permitted activities by funding portals in Regulation Crowdfunding.
            Please contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Richard Friedman

CORRESP
1
filename1.htm

April
8, 2022

VIA
EDGAR

United
States Securities and Exchange Commission

100
F. Street, NE

Washington,
DC 20549

    Attention:

    Sonia
    Bednarowski

    Nolan
    McWilliams

    Re:
    Netcapital Inc.

    Registration Statement
    on Form S-1

    Filed February 14, 2022

    File No. 333-262285

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 March 11, 2022 (“Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”).

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.

Registration
Statement on Form S-1

General

    1.
    You state that you have
    entered into an Alternative Trading System (ATS) partnership with a broker-dealer. Please tell us what plans you have to register
    under Regulation ATS. To the extent you do not intend to register, please provide a detailed legal analysis why you are not required
    to register or the basis of any exemption you intend to rely on.

    RESPONSE:
    The
        reference to an Alternative Trading System (ATS) partnership with a broker-dealer has been deleted, as this arrangement has been
        terminated. While we did have such an arrangement with a broker-dealer, no investors were ever referred by us to the former ATS
        partner.

    Our
    Netcapital funding portal is currently registered with the SEC, and is a member of the Financial Industry Regulatory Authority. For
    so long as we continue to operate our Netcapital platform solely for primary offerings by issuers under Reg CF, we believe that we
    are not required to register under Regulation ATS.

    2.
    Please provide your
    analysis whether the digital securities or crypto assets which may be held in your investment accounts are "securities"
    within the meaning of Securities Act Section 2(a)(1). Please also disclose the process you intend to use to make these determinations
    and any limitations of this process and describe the risks to your business if it is subsequently determined that you engaged in
    or facilitated transactions in securities that were not in compliance with the federal securities laws. In addition, please add risk
    factor disclosure addressing the risks and limitations of your internal policies and procedures for determining whether crypto assets
    are “securities,” including that such determinations are risk-based judgments and are not a legal standard or determination
    binding on any regulatory body or court.

Response:
    We do not currently
    hold or transact in any digital securities or crypto assets and we have no present plans, intentions or understandings to do so in
    the future. All references to blockchain technology, blockchain-based smart contracts, digital
    securities and/or crypto assets have been removed from our disclosures. Accordingly, we respectfully submit that the
    requested analysis and risk factor disclosure is not required.

Prospectus
Summary Our Strategy, page 4

    3.
    Please clarify in the
    seventh bullet point whether you intend to conduct primary offerings, secondary offerings, or both via the ATS partnership described
    on page 32.

    RESPONSE:
    As stated in response to
    Comment 1 above, we do not currently have an ATS partnership, and reference to such arrangement has been deleted. We have, however,
    clarified in the seventh bullet point that such an arrangement is intended to be for secondary offerings.

     4

    Please
        describe the nature and extent of the ATS partnership with the broker-dealer, including:

    •
    identify the ATS and describe the scope of and material
    terms of any binding agreements with the ATS;

    •
    describe how you intend to integrate the ATS with
    your platform, including how issuers and investors will access the ATS through your platform and the type of transactions that they
    will be able to conduct;

    •
    disclose the anticipated timeline to integrate the
    ATS with your platform, estimated costs, and the sources of funding;

    •
    discuss here and add risk factors describing 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;

    •
    discuss here and in MD&A how you expect to earn
    revenues from trades made on the ATS or ancillary services; and

    •
    please file any binding agreements exhibits or provide
    your analysis why this not required under Item 601(b) to Regulation S-K.

    RESPONSE:
    As
    stated in response to Comment 1 above, we do not currently have an ATS partnership, and reference to such arrangement has been deleted.
    Accordingly, we respectfully submit that the requested disclosure is not required.

    5

    Please
        disclose the mechanics of how primary and secondary offerings will be conducted through the portal on the ATS. In this regard,
        please also:

    •
    disclose what types of digital securities you intend
    to allow issuers to offer in this manner;

    •
    disclose the blockchain on which the ATS operates;

    •
    disclose any costs related to purchasing or selling
    digital securities on the ATS and the party that will be responsible for paying these costs; and

    •
    disclose the amount of time once a buyer and seller
    are connected that it takes to complete the transaction.

    RESPONSE:
    As
    stated in response to Comments 1 and 2 above, we do not currently have an ATS partnership, and we do not intend to hold or transact
    in any digital securities or crypto assets. Accordingly, we respectfully submit that the requested disclosure is not required.

    6

    Please
    disclose the processes for know-your-customer administration, and other processes and policies for ensuring that your customers'
    and other transactions in digital securities are compliant with the federal securities laws.

    RESPONSE:
    As
    stated in response to Comment 2 above, we do not intend to hold or transact in any digital securities or crypto assets. Accordingly,
    we respectfully submit that the requested disclosure is not required.

     7

    Please
    disclose whether the investor accounts on your platform can or will be able to hold digital securities for use on the ATS. If so,
    please identify these digital securities and describe how users hold digital securities, whether by establishing digital wallets
    or through other means.

    RESPONSE:
    We
    have disclosed that investor accounts on our platform will not be permitted to hold digital securities.

    8

    Please
    disclose the specific digital securities and crypto assets your investment accounts support and state whether investors will be able
    to use fiat currency to purchase from you the digital securities or crypto assets necessary for transactions on the ATS. In addition,
    please address the volatility of crypto assets here and in your risk factors section and disclose how you will determine the value
    of the crypto assets and communicate this information to your customers.

    RESPONSE:
    As
    stated in response to Comment 2 above, we do not intend to hold or transact in any digital securities or crypto assets. Accordingly,
    we respectfully submit that the requested disclosure is not required.

    9

    For
        your primary offerings and for customers engaging in secondary transactions, please disclose the custody arrangements for the
        digital securities and any other crypto assets, including:

    •
    whether they will be held in individual wallets
    or in an omnibus account;

    •
    if held in an omnibus account, disclose who holds
    and controls the omnibus account;

    •
    what portion of the digital securities and any other
    crypto assets will be held in hot or cold storage and the geographic location where the any crypto assets will be held in cold storage;

    •
    the procedures related to holding the crypto assets
    of issuers and investors;

    •
    whether any persons (e.g., auditors, etc.)
    are responsible for verifying the existence of the crypto assets if held by a third-party custodian; and

    •
    whether the custodian has insurance for the loss
    or theft of the crypto assets.

    RESPONSE:
    As
    stated in response to Comment 2 above, we do not intend to hold or transact in any digital securities or crypto assets. Accordingly,
    we respectfully submit that the requested disclosure is not required.

Government Regulation, page 36

    10
    Please
    substantially expand this section to disclose all applicable regulations you are or will be subject to, including those attributable
    to your digital securities trading business such as: registration as a Money Services Business with FinCen; compliance with state
    money transmitter laws; compliance with know-your-customer and anti-money laundering laws; and data privacy and information security
    regulations.

    RESPONSE:
    Please
    see our response to comment 2 above. Accordingly, we do not feel is necessary to substantially expand this section as requested.  We
    have included additional disclosure stating that we are subject to the USA Patriot Act of 2001.

    Sincerely,

    Netcapital  Inc.

    /s/
    Cecilia Lenk

    By:Cecilia
     Lenk

    Title: CEO

United States securities and exchange commission logo
March 11, 2022
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Registration Statement on Form S-1
Filed February 14, 2022
File No. 333-262688
Dear Ms. Kraysler:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.You state that you have entered into an Alternative Trading System (ATS) partnership
with a broker-dealer.  Please tell us what plans you have to register under Regulation
ATS.  To the extent you do not intend to register, please provide a detailed legal analysis
why you are not required to register or the basis of any exemption you intend to rely on.
2.Please provide your analysis whether the digital securities or crypto assets which may be
held in your investment accounts are "securities" within the meaning of Securities
Act Section 2(a)(1).  Please also disclose the process you intend to use to make these
determinations and any limitations of this process and describe the risks to your business
if it is subsequently determined that you engaged in or facilitated transactions in securities
that were not in compliance with the federal securities laws.  In addition, please add risk

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 March 11, 2022 Page 2
 FirstName LastNameCoreen Kraysler
Netcapital Inc.
March 11, 2022
Page 2
factor disclosure addressing the risks and limitations of your internal policies and
procedures for determining whether crypto assets are “securities,” including that such
determinations are risk-based judgments and are not a legal standard or determination
binding on any regulatory body or court.
Prospectus Summary
Our Strategy, page 4
3.Please clarify in the seventh bullet point whether you intend to conduct primary offerings,
secondary offerings, or both via the ATS partnership described on page 32.
Our Business
ATS Partnership, page 32
4.Please describe the nature and extent of the ATS partnership with the broker-dealer,
including:
•identify the ATS and describe the scope of and material terms of any
binding agreements with the ATS;
•describe how you intend to integrate the ATS with your platform, including how
issuers and investors will access the ATS through your platform and the type of
transactions that they will be able to conduct;
•disclose the anticipated timeline to integrate the ATS with your platform, estimated
costs, and the sources of funding;
•discuss here and add risk factors describing 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;
•discuss here and in MD&A how you expect to earn revenues from trades made on the
ATS or ancillary services; and
•please file any binding agreements exhibits or provide your analysis why this not
required under Item 601(b) to Regulation S-K.
5.Please disclose the mechanics of how primary and secondary offerings will be
conducted through the portal on the ATS.  In this regard, please also:
•disclose what types of digital securities you intend to allow issuers to offer in this
manner;
•disclose the blockchain on which the ATS operates;
•disclose any costs related to purchasing or selling digital securities on the ATS and
the party that will be responsible for paying these costs; and
•disclose the amount of time once a buyer and seller are connected that it takes to
complete the transaction.
6.Please disclose the processes for know-your-customer administration, and other processes
and policies for ensuring that your customers' and other transactions in digital securities
are compliant with the federal securities laws.
7.Please disclose whether the investor accounts on your platform can or will be able to hold

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 March 11, 2022 Page 3
 FirstName LastNameCoreen Kraysler
Netcapital Inc.
March 11, 2022
Page 3
digital securities for use on the ATS.  If so, please identify these digital securities and
describe how users hold digital securities, whether by establishing digital wallets or
through other means.
8.Please disclose the specific digital securities and crypto assets your investment
accounts support and state whether investors will be able to use fiat currency to purchase
from you the digital securities or crypto assets necessary for transactions on the ATS.  In
addition, please address the volatility of crypto assets here and in your risk factors
section and disclose how you will determine the value of the crypto assets and
communicate this information to your customers.
9.For your primary offerings and for customers engaging in secondary transactions, please
disclose the custody arrangements for the digital securities and any other crypto assets,
including:
•whether they will be held in individual wallets or in an omnibus account;
•if held in an omnibus account, disclose who holds and controls the omnibus account;
•what portion of the digital securities and any other crypto assets will be held in hot or
cold storage and the geographic location where the any crypto assets will be held in
cold storage;
•the procedures related to holding the crypto assets of issuers and investors;
•whether any persons (e.g., auditors, etc.) are responsible for verifying the existence of
the crypto assets if held by a third-party custodian; and
•whether the custodian has insurance for the loss or theft of the crypto assets.
Government Regulation, page 36
10.Please substantially expand this section to disclose all applicable regulations you are
or will be subject to, including those attributable to your digital securities trading business
such as: registration as a Money Services Business with FinCen; compliance with state
money transmitter laws; compliance with know-your-customer and anti-money laundering
laws; and data privacy and information security regulations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 March 11, 2022 Page 4
 FirstName LastName
Coreen Kraysler
Netcapital Inc.
March 11, 2022
Page 4
             Please contact Sonia Bednarowski at 202-551-3666 or J. Nolan McWilliams, Acting
Legal Branch Chief, at 202-551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Richard Friedman

United States securities and exchange commission logo
October 6, 2021
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K filed August 31, 2021
File No. 000-55036
Dear Ms. Kraysler:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

October 4, 2021

Mike Volley

Staff Accountant

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

	Re:
Netcapital Inc. (“Netcapital”) Form 10-K filed August 31, 2021

	 SEC File No. 000-55036

Dear Mr. Volley:

I am writing
in response to your letter dated September 20, 2021 (the “Limited Review”), regarding the above-referenced review of our
Annual Report on Form 10-K. Set forth below is Netcapital’s response to your inquiries. The Staff’s comments are set forth
in italicized type and Netcapital’s responses are set forth below each inquiry.

Management's
Discussion and Analysis of Financial Condition and Results of Operations, page 11

 1. Please
                                            revise future filings to quantify revenue by its nature (consulting services, listing fees,
                                            portal fees, etc.) and discuss trends. Refer to Item 303(b)(2) of Regulation S-K for guidance.
                                            Please provide us your proposed disclosure.

Netcapital Response

Our proposed disclosure is as
follows:

Our revenues for fiscal 2021
increased by $2,967,445, or 169%, to $4,721,003 as compared to $1,753,558 reported for fiscal 2020. The increase in revenues is primarily
attributable to our consulting services. We also received additional revenues in fiscal 2021 from our funding portal, which we did not
have in fiscal 2020. Funding portal revenues consisted of a listing fee that we charge when an issuer signs an engagement letter to raise
capital on our funding portal, and portal fees that are equal to 4.9% of the capital that was raised by the issuers. The components of
revenue are as follows:

    Fiscal 2021
    Fiscal 2020

    Receipt of equity from issuers for consulting services
    $ 3,547,032
    $ 1,538,980

    Consulting revenue
      338,990
      214,578

    Portal fees
      524,991
      —

    Listing fees
      301,990
      —

    Other funding portal revenue
      8,000
      —

    Total revenue
    $ 4,721,003
    $ 1,753,558

Each component of revenue is
trending upward when comparing fiscal 2021 revenues with fiscal 2020. Based upon activity in the last two quarters of fiscal 2021, our
funding portal revenues are trending upward as portal fees increased by $23,909, or 9.5%, to $274,450 in Q4 of fiscal 2021 from $250,541
in Q3 of fiscal 2021. Listing fees increased by $96,990, or 94.6%, to $199,490 in Q4 of fiscal 2021 from $102,500 in Q3 of fiscal 2021.

Consolidated Balance
Sheet, page F-3

 2. We
                                            note disclosure on pages 13 and F-6 that you received proceeds from stock subscriptions totaling
                                            $1,199,996 during fiscal year 2021 and that you recognized this amount as a liability. Please
                                            revise future filings to disclose your accounting policy related to stock subscriptions.
                                            Please tell us whether the investors have the right to cancel their subscriptions and have
                                            their consideration refunded. If the investors do not have the right to cancel their subscriptions,
                                            please tell us how you determined that this transaction should be recognized as a liability
                                            and not in equity and provide accounting guidance supporting your determination.

Netcapital Response

Both the investors and Netcapital
had the right to cancel the transaction until all the conditions precedent to a signed securities purchase agreement had been satisfied.
All conditions were satisfied on July 27, 2021, which was the closing date. Consequently, the funds received as of April 30, 2021 were
considered a liability.

Consolidated Statements
of Operations, page F-4

 3. We
                                            note you present stock-based compensation on its own line item. Please revise future filings
                                            to present stock-based compensation in the same line item(s) as cash compensation. Refer
                                            to ASC 718-10-S99-1 for guidance.

Netcapital Response

We have referred to ASC 718
for guidance and shall revise future filings to present stock-based compensation in the same line item as cash compensation.

Notes to Consolidated
Financial Statements, page F-7

 4. Please
                                            revise future filings to disaggregate revenue recognized from contracts with customers for
                                            each period presented. Refer to ASC 606-10-50-5 for guidance. Please provide us your proposed
                                            disclosure.

Netcapital Response

Our revenue is from U.S.-based
companies with no notable geographical concentrations in any area. A clear distinction exists in revenue source; our revenues are either
generated online or from personal services. Our proposed disclosure, which we will add to our revenue recognition note is as follows:

Revenues disaggregated by revenue
source consist of the following:

    Year Ended
    Year Ended

    April 30, 2021
    April 30, 2020

    Consulting services
    $ 3,886,022
    $ 1,753,558

    Fees from online services
      834,981
      —

    Total revenues
    $ 4,721,003
    $ 1,753,558

Note 11. Business Acquisition,
page F-14

 5. Noting
                                            the guidance in ASC 805-10-25-5 and paragraphs 805-10-55-11 through 55-15 and that Netcapital
                                            Systems LLC which wholly owns Netcapital Funding Portal Inc. is an 80% owner of Netcapital
                                            Inc., please tell us how you determined which entity obtained a controlling financial interest
                                            and was the accounting acquirer. As part of your response:

• Please provide us
an organizational chart detailing all relevant entities prior to the merger and an organizational chart of the merged entities. Please
include appropriate information to allow us to fully understand the legal and economic ownership of each entity before and after the
merger.

Netcapital Response

Please refer to the diagram
in Exhibit A hereto.

• Please provide additional
details regarding the disclosure that “Systems agreed to vote all of its shares of common stock to support the resolutions of the
existing board of directors of the Company” and tell us where this is stipulated in the Agreement and Plan of Merger.

Netcapital Response

Please refer to the letter signed
by Jason Frishman, the President of Netcapital Systems LLC in Exhibit B hereto.

• Please explain the
relative voting rights in the combined entity and clarify how the board of directors is determined.

Netcapital Response

Directors are elected at meetings
of the stockholders. Each stockholder is entitled to one vote. The majority stockholder, Netcapital Systems LLC, has agreed to vote for
any resolution that the board of directors has approved, including the election of directors.

• Please tell us why
you did not use reverse acquisition accounting based on the guidance in ASC 805-40.

Netcapital Response

Business
Combinations

On November
5, 2020, Netcapital Inc. ("NCPL") issued to Netcapital Systems LLC 80% of its common stock in exchange for all of the outstanding
equity of Netcapital Funding Portal Inc. (“NCFP”). NCFP was formed in March 2016 and operates as a FINRA regulated funding
portal as created by Title III of the JOBS Act. NCFP was 100% owned by Netcapital Systems LLC (“NCS”).

The Reverse
Acquisition Concept

ASC 805-10-25-4
requires the identification of one of the combining entities in each business combination as the acquirer. ASC 805-10-25-5 indicates
that the acquirer should be determined in accordance with the guidance in ASC 810-10. Accordingly, the acquirer is the entity that obtains
control of the other entity or entities in a business combination, usually through direct or indirect ownership of a majority voting
interest.

55-10

Paragraph 805-10-25-5
provides that the guidance in the General Subsections of SubTopic 810-10 related to determining the existence of a controlling financial
interest shall be used to identify the acquirer in a business combination, except when a variable interest entity is acquired. If a business
combination has occurred but applying that guidance does not clearly indicate which of the combining entities is the acquirer, paragraph
805-10-25-5 requires the factors in paragraphs 805-10-55-11 through 55-15 to be considered in making that determination.

55-11

In a business combination
effected primarily by transferring cash or other assets or by incurring liabilities, the acquirer usually is the entity that transfers
the cash or other assets or incurs the liabilities.

55-12

In
a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests.
However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. SubTopic 805-40 provides
guidance on accounting for reverse acquisitions. Other pertinent facts and circumstances also shall be considered in identifying the
acquirer in a business combination effected by exchanging equity interests, including the following:

 a. The
                                            relative voting rights in the combined entity after the business combination. The acquirer
                                            usually is the combining entity whose owners as a group retain or receive the largest portion
                                            of the voting rights in the combined entity. In determining which group of owners retains
                                            or receives the largest portion of the voting rights, an entity shall consider the existence
                                            of any unusual or special voting arrangements and options, warrants, or convertible securities.

 b. The
                                            existence of a large minority voting interest in the combined entity if no other owner or
                                            organized group of owners has a significant voting interest. The acquirer usually is the
                                            combining entity whose single owner or organized group of owners holds the largest minority
                                            voting interest in the combined entity.

 c. The
                                            composition of the governing body of the combined entity. The acquirer usually is the combining
                                            entity whose owners have the ability to elect or appoint or to remove a majority of the members
                                            of the governing body of the combined entity.

 d. The
                                            composition of the senior management of the combined entity. The acquirer usually is the
                                            combining entity whose former management dominates the management of the combined entity.

 e. The
                                            terms of the exchange of equity interests. The acquirer usually is the combining entity that
                                            pays a premium over the pre-combination fair value of the equity interests of the other combining
                                            entity or entities.

55-13

The acquirer usually
is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that
of the other combining entity or entities.

In the case
of NCPL acquiring NCFP, the identity of the acquirer is not readily apparent.

Ordinarily, in a
business combination that is based wholly or primarily on an exchange of equity interests, the acquirer is the company that issues equity
in the transaction. Following this general rule, NCPL would be viewed as the acquirer. However, so-called reverse acquisitions are viewed
under a different light. In a reverse acquisition, an issuing entity could be properly classified as the acquiree. In making this determination,
the parties considered (in addition to the identity of the issuing entity) several other factors — although the accounting rules
do not specify the relative weight to be accorded to each of the factors. Thus, financial statement preparers are left to apply their
own judgment regarding the importance they give to one factor over another.

The factors noted
above, as applied to this transaction are:

• The relative
voting rights in the combined company after the business combination. The acquirer usually is the company whose owners, as a group, retain
or receive the largest percentage of the voting rights. Netcapital Systems has provided a letter to NCPL that gives the existing board
of directors of NCPL the voting rights of Netcapital Systems. This factor favors NCPL as the acquirer because the board of NCPL effectively
has voting control over the 80% ownership stake held by Netcapital Systems.

• The existence of a large minority voting interest in the combined company if no other owner or “organized group” has
a significant voting interest. The acquirer usually is the company that has a single owner or organized group that holds the largest
minority voting interest. The factor in this case favors NCPL as the acquirer, which retained 80% voting rights.

• The composition of the governing body of the combined entity. The acquirer usually is the company whose owners have the ability
to elect or appoint a majority of the members of the governing body. In this case, the governing body of the combined entity is comprised
of the four NCPL board members and no board members of NCFP.

• The composition of the senior management of the combined entity. The acquirer usually is the company with former management that
dominates the management of the combined company. This factor points to NCPL as being the acquirer. Cecilia Lenk, CEO, Coreen Kraysler,
CFO and Kathryn Kraysler, CMO remained as the only executives of NCPL. Jason Frishman, CEO of NCFP was added to the NCPL website, but
he continued to operate the funding portal without any NCPL management responsibilities.

• The terms of the exchange. Ordinarily, the acquirer is the company that pays a premium over the pre-combination fair value of
the equity interests of the merger partner. NCPL paid a premium for NCFP. NCFP’s books consisted of a nominal amount of equity,
$381,934. Yet NCPL agreed to issue approximately $15 million worth of its common stock to purchase NCFP.

• The acquirer
usually is the combining company with a relative size (measured, for example, in terms of assets, revenues, or earnings) that is “significantly
larger” than that of its merger partner. This factor falls on the side of NCPL’s claim to status as the acquirer, as NCPL
had significantly more assets, earnings and revenues.

Assets,
Revenues and Earnings

At the end
of the fiscal quarter, five days before the transaction closed, for the six months ended October 31, 2020 for NCPL and the 10 months
ended October 31, 2020 for NCFP, the following amounts are identified. The numbers suggest a slight favoring of NCPL as the larger entity.

    NCPL
    NCFP

    Cash
    $455,994
    $358,634

    Current
    assets
    1,028,497
    364,704

    Total
    assets
    4,756,311
    685,503

    Shareholders'
    equity
    760,012
    629,435

    Revenue
    2,493,486
    474,835

    Operating
    income
    106,855
    247,501

Conclusion:
Voting control remains with NCPL, and the premium being paid by NCPL weigh

United States securities and exchange commission logo
September 20, 2021
Coreen Kraysler
Chief Financial Officer
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Re:Netcapital Inc.
Form 10-K filed August 31, 2021
File No. 000-55036
Dear Ms. Kraysler:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed August 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
11
1.Please revise future filings to quantify revenue by its nature (consulting services, listing
fees, portal fees, etc.) and discuss trends.  Refer to Item 303(b)(2) of Regulation S-K for
guidance.  Please provide us your proposed disclosure.
Consolidated Balance Sheet, page F-3
2.We note disclosure on pages 13 and F-6 that you received proceeds from stock
subscriptions totaling $1,199,996 during fiscal year 2021 and that you recognized this
amount as a liability.  Please revise future filings to disclose your accounting policy
related to stock subscriptions.  Please tell us whether the investors have the right to cancel
their subscriptions and have their consideration refunded.  If the investors do not have the
right to cancel their subscriptions, please tell us how you determined that this transaction
should be recognized as a liability and not in equity and provide accounting guidance

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 September 20, 2021 Page 2
 FirstName LastNameCoreen Kraysler
Netcapital Inc.
September 20, 2021
Page 2
supporting your determination.
Consolidated Statements of Operations, page F-4
3.We note you present stock-based compensation on its own line item. Please revise future
filings to present stock-based compensation in the same line item(s) as cash compensation.
 Refer to ASC 718-10-S99-1 for guidance.
Notes to Consolidated Financial Statements, page F-7
4.Please revise future filings to disaggregate revenue recognized from contracts with
customers for each period presented.  Refer to ASC 606-10-50-5 for guidance.  Please
provide us your proposed disclosure.
Note 11. Business Acquisition, page F-14
5.Noting the guidance in ASC 805-10-25-5 and paragraphs 805-10-55-11 through 55-15 and
that Netcapital Systems LLC which wholly owns Netcapital Funding Portal Inc. is an 80%
owner of Netcapital Inc., please tell us how you determined which entity obtained a
controlling financial interest and was the accounting acquirer.  As part of your response:

•Please provide us an organizational chart detailing all relevant entities prior to the
merger and an organizational chart of the merged entities.  Please include appropriate
information to allow us to fully understand the legal and economic ownership of each
entity before and after the merger.
•Please provide additional details regarding the disclosure that “Systems agreed to
vote all of its shares of common stock to support the resolutions of the existing board
of directors of the Company” and tell us where this is stipulated in the Agreement and
Plan of Merger.
•Please explain the relative voting rights in the combined entity and clarify how the
board of directors is determined.
•Please tell us why you did not use reverse acquisition accounting based on the
guidance in ASC 805-40.
•Please tell us which entity has a controlling financial interest in Netcapital Funding
Portal Inc. and explain why this entity is consolidated.
6.We note that you filed a Form 8-K on August 26, 2020 to report the Agreement and Plan
of Merger dated August 20, 2020 by and among Netcapital Funding Portal, Inc.
ValueSetters, Inc. and Netcapital Acquisition Vehicle Inc. Please tell us how you
determined that you complied with the reporting requirements of Items 2.01 and 9.01 of
Form 8-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameCoreen Kraysler
 Comapany NameNetcapital Inc.
 September 20, 2021 Page 3
 FirstName LastName
Coreen Kraysler
Netcapital Inc.
September 20, 2021
Page 3
            You may contact Mike Volley, Staff Accountant, at 202-551-3437 or Amit Pande,
Accounting Branch Chief, at 202-551-3423 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

Mail Stop 3561
        February 14 , 2018

Ms. Coreen S. Kraysler
Chief Financial Officer
ValueSetters, Inc.
745 Atlantic Avenue
Boston, MA 02111

Re: ValueSetters , Inc.
            Form 10 -K for the Year Ended April 30, 2017
            Filed September 8, 2017
Form 10 -Q for the period E nded October 31, 2017
Filed December 14, 2017
            File No. 0-55036

Dear  Ms. Kraysler :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Mail Stop 3561
        February 6, 2018

Ms. Coreen S. Kraysler
Chief Financial Officer
ValueSetters, Inc.
745 Atlantic Avenue
Boston, MA 02111

Re: ValueSetters , Inc.
            Form 10 -K for the Year Ended April 30, 2017
            Filed September 8, 2017
Form 10 -Q for the period E nded October 31, 2017
Filed December 14, 2017
            File No. 0-55036

Dear  Ms. Kraysler :

We have limited our review of  your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for the period ended October 31, 2017

Condensed Consolidated Statements of Operations

Note 6 -Related Party Transactions, page 9

1. We note that you recognized a $299,964 gain on debt settlement with your principal
lender that , in accordance with the disclosures in Note 6, is also t he company’s largest
shareholder.  In the event there is a related party relationship, the extinguishment
transaction between related parties may be in essence a capital transact ion.   Please refer
to the guidance in ASC 850 -10-60-3 and ASC 470 -50-40-2.  Please tell us your
consideration of whether this amount should be reported as a gain or capital transaction
and revise the financial statements and all other disclosures accordin gly.

Ms. Coreen S. Kraysler
ValueSetters, Inc.
February 6, 2018
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned, at
(202) 551 -3750  if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned, at (202) 551 -3750 with any other questions.

Sincerely,

               /s/ Melissa Raminpour

Melissa  Raminpour
Branch Chief
Office of Transportation and Leisure

January 7 , 2015

Manuel Teixeira
Chief Executive Officer
ValueSetters, Inc.
159 Meadow Street
Naugatuck, CT 06770

Re: ValueSetters, Inc.
 Form 10
Filed September 3, 2013
File No. 000 -55036

Dear Mr. Teixeira :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the dis closure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

August 22, 201 4

Via E -mail
Manuel Teixeira
Chief Executive Officer
ValueSetters , Inc.
430 North Street
White Plains, NY 10605

Re: ValueSetters , Inc.
 Amendment No. 1 to Form 10
Filed July 28, 2014
File No. 000 -55036

Dear Mr. Teixeira :

We have reviewed your responses to the comments in our letter dated September 30,
2013 and have the following additional comments.

General

1. We note that E DGAR  lists your name as ValueSetters  Corp, while you r registration
statement and Articles of Incorporation  list your name as ValueSetters, Inc.  Please
correct your name in E DGAR  or advise.

Forward -Looking Statements, page 3

2. We note your response to our prior comment 3 and reissue.  Please remove  the reference
to the Exchange Act  definition of forward -looking statements .  The safe harbor to which
you allude  does not apply to a registrant that issues penny stock.

Item 1. Business, page 4

Business and Operations, page 4

3. We note your response to our prior comment  6 and reissue in part.  Please also disclose
the number of free subscribers you had at the end of the last two complete fiscal years.

4. We note your disclosure that you began marketing the mobile VoIP app in the first
quarter of 2015.   Please clarify the type of marketing you have begun.

5. Please provide us with  support for the use of the terms  “significant” and “extensive” to
describe the experience of your advisory board members, or remove them if you are

Manuel Teixeira
ValueSetters, Inc .
August 22, 2014
Page 2

 unable to substantiate their use .  Please also provide us with support for  the reference s to
Atari,  Myspace and Napster.

6. Please disclose here the name of the individual who has a demand note payable of
$15,000.

7. We note your disclosure that Chase Bank has required only interest payments on the
$50,229 loan for the years ended April 30 , 2013 and 2012.  Please reconcile this with
your disclosure on page 18 which indicates that you pay $220  of principal every month,
and with the fact that the principal balance has decline d to $47,587 at June 30, 201 4.

8. We note your response to our prior comment 11.  Please briefly describe the application
that you provide on the Google Play app store and whether you derive any revenue from
this application.

We will need to attract, train and retain additional highly qual ified senior executives, page 15

9. We note your response to our prior comment 22 and reissue in part.  Please discuss the
obstacles you face in attracting qualified senior executives and technical and managerial
personnel given your inability t o compensate such individuals.

Management’s Discussion and Analysis  of Financial Condition, page 17

10. We note your response to our prior co mment 26 and reissue.  We note that you have
generated limited revenues to date and estimate that your capital requirements to
implement your busine ss strategy will be $250,000.  As such, p lease revise your MD&A
to include a separately captioned plan of operation for the next twelve months in which
you discuss your business strategy and how you plan to implement it.

Liquidity and Capital Resources , page 1 7

11. We note your response to our prior comment 27 and reissue.  Please provide support for
the statement indicating that growth is  “anticipated .”  Please also clarify what you mean
by the term “white -label version” of songs, movies, games and apps.

12. We note your response to our prior comm ent 28  and reissue in part.  We note your
reference to the lo an with Vaxstar LLC as a demand note, but according to Exhibit 10.1 it
appears that this is a revolving loan with a maturity date of June 30, 2017.  Please revise
to disclose the maturity date  here and on pages 13 and 24  or advise.  Please also briefly
describe the collateral that serves as security for the loan.

Manuel Teixeira
ValueSetters, Inc .
August 22, 2014
Page 3

Item 7.  Certain Relationships a nd Related Transactions, page 24

13. Please reconcile the disclosure here and on page s 13 and 18 that the demand note held by
your founder is at a variable rate that approximates 2.5%, with the demand note filed as
Exhibit 10.2 which shows a rate of 3%.

14. We note your response to our prior comment 40.   We note that you have debt obligations
to Sean F. Lee, Steven Geary, and Sean S. Lee recorded as related party accounts payable
for which there are no signed agreements.   If the company is party to an oral contract that
would be required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it
were written, you should provide a written description of the contract as an exhibit.  For
guidance, refer to Question 146.04 in the Regulation S -K section of our “Compliance and
Disclosure Interpret ations” which is available on the Commission’s website at
http://www.sec.gov.

15. We note f rom your disclosure on page F -11 that a director  personally guarantees the
Chase Bank line of credit .  Please provide the appropriate disclosure regarding the line of
credit and guarantee here.

Item 15.  Financial Statements and Exhibits, page 26

16. Please file your agreements with StationDigital and VoX Communications as exhibits or
tell us why you believe they are not required.

You may contact Kristin Shifflett  at 202 -551-3381 or Lyn Shenk, Accounting Branch
Chief,  at 202 -551-3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Stickel at 202 -551-3324 or me at 202-551-3469  with
any other questions.

Sincerely,

 /s/ Justin Dobbie

 Justin Dobbie
Legal Branch Chief

September 30, 201 3

Via E -mail
Manuel Teixeira
Chief Executive Officer
ValueSetters , Inc.
430 North Street
White Plains, NY 10605

Re: ValueSetters , Inc.
 Form 10
Filed September 3 , 2013
File No. 000 -55036

Dear Mr. Teixeira :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

General

1. Please be advised that your registration statement will automatically become effective 60
days after filing.  Upon effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934.  In addition, we will continue t o
review your filing until all of our comments have been addressed.  If the review process
has not been completed before that date you should consider withdrawing the registration
statement to prevent it from becoming effective and file it again at such ti me as you are
able to respond to any remaining issues or comments.

2. We note that you are not currently subject to the reporting requirements of Section 13(a)
of the Exchange Act.  Please tell us why you filed a Form 10 -Q on September  16, 2013.
Additionall y, please confirm that you will refrain from filing further Exchange Act
current or periodic reports until the time you are subject to the Exchange Act reporting
requirements.  Refer to Exchange Act Rule 13a -13(a).

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 2

Forward -Looking Statements, page 3

3. Please remove the reference to Section 21E of the Exchange Act.  That section does not
apply to a registrant that issues penny stock.

Item 1. Business, page 4

Business and Operations, page 4

4. We note that fee -based service subscribers are able to play games against “advanced
players. ”  Please define what you mean by advanced players, and since you do not appear
to have employees, explain how you ensure that subscribers are able to secure games
against such players by paying your fee.

5. Please explain why you seek free subscribers.

6. We note  that you offer free subscriptions and that you sell memberships for $4.00 per
month, $10.00 per quarter and $3 0.00 per year.  Please disclose the number of free
subscribers and the number of paid subscribers you have presently  and had at the end of
your last two completed fiscal years .  For your paid subscribers, please disclose the
number of monthly, quarterly and yearly subscribers along with the number of t otal
subscribers.

7. Your website states that you charge $8.00 per quarter.  Please reconcile the inconsistency
with your statement in this section that you charge $10.00 per quarter.

8. Please also disclose the costs for reduced fee memberships that you offer  to returning
players.

9. We note your intent to acquire other Internet -based games and programs and your plan to
develop other internet -based games, including ones designed for smart -phone users.
Please disclose whether there are any current plans in this regard and discuss such plans
in greater detail, including key milestones, the  approximate  timeline , the estimated costs
involved , and anticipated sources of funding .  Please also clarify, if true, that your
existing game platforms have been purchased and that you have no experience with the
development of internet -based or smart -phone -based games.

10. Please disclose your revenues, assets , current liabilities,  and net losses as of the most
recent audited period.  Please also briefly discuss your significant leverage, including
how you intend to pursue your business objectives in light of your substantial l iabilities.
Please disclose your current cash balance on hand as of the most recent practicable date
and update that with any subsequent amendment.  In addition, disclose your monthly
“burn rate,” how long your present capital will last at that rate, an e stimate of the amount

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 3

 of funds needed to accomplish your business goals and what, if any, plans you have to
raise such funds.  If no such funds are currently avai lable, please make that clear.  Also,
disclose the fact that your independent auditor’s report  expresses substantial doubt about
your ability to continue as a going concern.

11. Please refer to Note 1 to your financial statements and clarify your disclosure in the
business section regarding what advertising and digital goods services you provide and
how you currently use mobile devices as a distribution platform for your services.

12. We note the statement in Note 1 to your financial statements that “[m]ost ” of your
revenues are derived from your chess website subscriptions.  Please disclose your other
sources of revenue.

Corporate History, page 4

13. We note that “[a]fter the merger ” the founders of ValueSetters L .L.C. held 75%, the
shareholders of DBS Investments held 6% and new investors acquired 19% of your
shares.  Please clarify if this was after the 2003 or 2010 change of control.

Employees, page 6

14. Please reconcile your disclosure here that Mr. Teixeira is your only employee with your
disclosure on page 16 t hat Mr. Liss is your Secretary.

Item 1A. Risk Factors, page 6

15. Please add risk factors discussing the requirements associated with being a public
company, including the risks associated with compliance with the re porting requirements
of the Securities Exchange Act of 1934 and the difficulties of establishing and
maintaining acceptable internal control over financial reporting.  Please also provide an
estimate of the additional costs you expect to incur as a public company and address any
risk of the ability of your company to absorb such costs.

16. Please add a risk factor to disclose that your officers have other business activities, and
discuss the potential conflicts that exist as a result of these other commitment s.  Also
discuss the amount of time they are able to dedicate to your business given these other
business activities.

17. Please add a risk factor that discuss es the risks of having only two officers, including the
risk that, because two executive officers occupy all corporate positions, it may not be
possible to have adequate internal controls or explain why such risk factor is not
necessary.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 4

 18. Please add a risk factor discussing your signi ficant leverage and the  challenges associated
with servicing your de bt given your limited revenues.   Please also discuss the fact that
much of the outstanding debt is due to related parties.   Consistent with your disclosure in
Note 3 to your financial statements, please also discuss the restrictive covenants
associated with such financings.

19. Please add a risk factor discussing the fact that all 500,000,000 shares of stock authorized
under your articles of incorporation are issued and out standing and  reconcile this with
your statement  on page 7 that management anticipates additional funding will be in the
form of equity financing from the sale of common stock.

Our game software, the Internet and electronic commerce services are subject to  security, page 9

20. The last three paragraphs of this risk factor are unrelated to the heading and should be
separated into a different risk factor related to competition.  Please revise accordingly .

We must be able to develop and implement an expansion st rategy, page 10

21. Given that your game  operates on an automated basis and is  Internet -based , please clarify
how your success depends on your ability to take advantage of efficiencies of scale  and
why your strategy includes expanding your geographic markets.

We will need to attract, train and retain additional highly qualified senior executives, page 11

22. Please discuss the obstacles you face in attracting qualified senior executives and
technical and managerial personnel given your inability to compensate such individuals.
Please also clarify how you can “continue to seek ” such staff members given your cu rrent
financial position.

Item 2. Financial Information, page 11

Overview, page 11

23. We note that this section largely repeats the disclosure already contained in the Business
section beginning on page 4.  Please revise to eliminate or minimize such dupli cative
disclosure.

24. Please provide support for your intent to employ sales, support and finance personnel
given your limited revenues and resources.  Please also clarify to what “actual ” increases
in personnel you are referring.

25. Please clarify how seasona l effects of other entertainment venues and holiday seasons
impact your operating results.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 5

Management’s Discussion and Analysis of Financial Condition, page 12

26. We note that you have generated limited revenues to date and estimate that your capital
requirements to implement your busine ss strategy will be $250,000.  As such, p lease
revise your MD&A to include a plan of operation for the next twelve months in which
you discuss your business strategy and how you plan to implement it.

Liquidity and Capi tal Resources , page 1 3

27. Please provide support for the “anticipated growth ” you reference .

28. Please include a discussion of all material obligations that have had or may have an
impact on your liquidity.  We note, for example, that you have a number of outstanding
debt obligations.  Please discuss the amount of such obligations along with the relevant
interest rates and maturity dates.

Critical Accounting Policies and Estimates, page 14

Revenue Recognition, page 15

29. Your disclosure here indicates that you believe that once your service is subscribed you
consider revenue fully earned.   Please clarify how you record the quarterly and annual
subscription payments.   Specifically, please tell us whether you record the entire
quarterly or annual fee at the time o f subscription, or whether you record the fee ratably
over the subscription period.   If you record the entire fee at the time of subscription,
please tell us your basis in GAAP for this policy.   For guidance, refer to FASB ASC 605 -
10.  Specifically address  why you believe revenue for quarterly and annual subscriptions
is earned at the time subscribed as defined in FASB ASC 605 -10-25-1.

Item 3. Properties, page 16

30. We note your disclosure that TelcoSoftware.com is an unaffiliated company that provides
you w ith free office space.  Please tell us the basis upon which they provide such rent -
free space and your belief that such space will continue to be made available for the
foreseeable future.

31. Given the absence of a written rental agreement, please disclose t hat there is no guarantee
that the office space will continue to be made available without cost in the future.

Item 4. Security Ownership of Certain Beneficial Owners and Management, page 16

32. Please identify, in a footnote to accompany the table, the pe rsons who have or share
voting or investment power over the shares held by VaxStar LLC.

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 6

Item 5. Directors  and Executive Officers, page 16

33. Please revise to remove marketing language from this section, including the terms “deep ”
background and “extensive ” experience.

34. We note from your disclosure on page 6 that Mr. Teixeira is involved in outside business
activities.  Please revise to disclose any such current activities or other sources of
employment during the past 5 years.  Please also disclose here tha t he devotes 8 hours per
week to your business.

35. Please provide support for your statements regarding Mr. Teixeira ’s background in
technology growth companies, mergers and acquisitions, and capital market activities.

36. Please identify the company with whom Mr. Carmody served as Vice President of U.S.
Operations and Vice President of the sports division, and the periods in  which he served
in such capacities.

37. Please disclose when Mr. Liss began serving as your Secretary and the number of hours
he devotes to y our business per week .

Item 6. Executive Compensation, page 19

38. Please reconcile the disclosure that your executive officers have agreed to work without
compensation with the $1,000 of other compensation listed for Mr. Teixeira in the
summary compensation table for 2013.   Please also disclose what the $1,000 in other
compensation represents.

Item 7.  Certain Relationships a nd Related Transactions, page 19

39. For each related -party loan, credit facility, note, or financing arrangement, please dis close
all material terms of all such arrangements, including the amount  outstanding as of the
latest practicable date , the interest rate  and the maturity date .  Based on your balance
sheet, it appears that you have agreements with related parties for accou nts payable, a
secured note, a note payable and a demand note.  Please ensure that the material terms of
all such agreements are described in this section.  In addition, for the secured lending
agreement with your majority shareholder, please describe the collateral that serves as
security for the loan.  Refer to Item 404(a) of Regulation S -K.

40. Please file as exhibits any written agreements you have with Mr. Lee regarding the loans
made by him or the personal guarantees he has provided.  Similarly, file any  agreements
you have with Mr. Geary regarding the amount owed to him  and all of the other related
parties that you have identified or will identify in this section .

Manuel Teixeira
ValueSetters, Inc .
September 30, 2013
Page 7

 Item 15. Financial Statements and Exhibits , page 22

41. We note that you have omitted the exhibits to Exhibit 2.1 .  Please refile this agreement to
include a statement that you agree to furnish supplementally a copy of any omitted
exhibits to the Commission upon request.  Refer to Item 601(b)(2) of Regulation S -K.

42. We note that Exhibit  10.1 is not a fully executed  copy of the agreement.  Please refile a
complete and fully executed copy of this agreement  in your next filing .  Refer to Item
601(b)(10) of Regulation S -K.

Report of Independent Registered Public Accounting Firm

43. Please file an ame nded Form 10 that includes an audit opinion with an opinion paragraph
citing the specific type of period on which the auditor is reporting.   Specifically, the
opinion paragraph currently states “periods then ended;” it should state, if true, “years
then en ded.”

44. Further, please either revise the Opinion or the title of the Statements of Loss for
consistency.   Currently the Opinion identifies a “Statement of Operations” while the face
of the financial statement is entitled “Statements of Loss.”

General

45. The financial statements should be updated, as necessary, to comply with Rule 8 -03 of
Regulation S -X at the effective date of the registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for