Netcapital Inc美国招股说明书（2026年4月14日版）

Netcapital Inc. 118,750 Shares of Common Stock Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value$0.001 per share (“Common Stock”), of Netcapital Inc. (the “Company”, “we”, “us” or “our”), consisting of (A) 118,750 shares ofCommon Stock (the “June 2025 Shares”) issued by us to certain accredited investors in a private placement transaction pursuant to asubscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares of Common Stock (i) common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock (the “A-5Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 (ii) common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock (the “A-6Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 (iii) common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of CommonStock (the “January 2025 Placement Agent Warrant Shares”) issued by us on January 13, 2025 to designees of H.C. Wainwright & Co.,LLC, as exclusive placement agent (“Wainwright”), at an exercise price of $2.25 per share pursuant to an engagement letter dated (iv) common stock purchase warrants (the “A-7 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-7Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 (v) common stock purchase warrants (the “A-8 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-8Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 (vi) common stock purchase warrants (the “July 2025 Investor Warrants #1”), to purchase up to 714,286 shares of Common Stock (the“July 2025 Investor Warrant Shares #1”), at an exercise price of $6.88 per share; issued by us to certain accredited investors on July 7,2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, (vii) common stock purchase warrants (the “July 2025 Investor Warrants #2,” together with the July 2025 Investor Warrants #1, the“July 2025 Investor Warrants), to purchase up to 641,712 shares of Common Stock (the “July 2025 Investor Warrant Shares #2,”together with the July 2025 Investor Warrant Shares #1, the “July 2025 Investor Warrant Shares”), at an exercise price of $4.55 pershare; issued by us to certain accredited investors on July 17, 2025 in a concurrent private placement and registered direct transaction (viii) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #1) to purchase 53,571 shares of Common Stock(the “July 2025 Placement Agent Warrant Shares #1”) issued to designees of H.C. Wainwright & Co., LLC, as exclusive placement (ix) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #2” together with the July 2025 Placement AgentWarrants #1, the “July 2025 Placement Agent Warrants”) to purchase 48,128 shares of Common Stock (the “July 2025 PlacementAgent Warrant Shares #2,” together with the July 2025 Placement Agent Warrant Shares #1, the July 2025 Placement Agent Warrant For purposes of this prospectus the term (A) “Warrants” collectively refers to the A-5 Inducement Warrants, the A-6 InducementWarrants, January 2025 Placement Agent Warrants, the A-7 Inducement Warrants, the A-8 Inducement Warrants, the July 2025Investor Warrants #1, the July 2025 Investor Warrants #2, the July 2025 Placement Agent Warrants #1 and the July 2025 PlacementAgent Warrants #2 and (B) “Warrant Shares” collectively refers to the A-5 Inducement Warrant Shares, the A-6 Inducement WarrantShares, January 2025 Placement Agent Warrant Shares, the A-7 Inducement Warrant Shares, the A-8 Inducement Warrant Shares, the The A-5 Inducement Warrants are exercisable on July 13, 2025 and expire on July 13, 2030. The A-6 Inducement Warrants areexercisable on July 13, 2025 and expire on January 13, 2027. The January 2025 Placement Agent Warrants are exercisable on July 15,2025 and expire on July 15, 2030. The A-7 Inducement Warrants are exercisable on September 5, 2025 and expire on September 5,2030. The A-8 Inducement Warrants are exercisable on September 5, 2025 and expire on March 5, 2027.The July 2025 InvestorWarrants are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the s