As filed with the U.S. Securities and Exchange Commission on February 2, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. Phone: (781) 925-1700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Coreen Kraysler Chief Financial Officer 1 Lincoln Street Boston, MA 02111 Phone: (781) 925-170 ...

Group 1: Investor Sentiment - Retail investors are moving away from Apple Inc. (NASDAQ:AAPL) stock, with significant net purchases of Nvidia Corp. (NASDAQ:NVDA) totaling $15 billion since July 2025, surpassing all other Magnificent 7 companies combined [2] - Tesla Inc. (NASDAQ:TSLA) has also seen a notable $6 billion in net retail purchases, indicating a shift in investor preferences among major tech companies [3] Group 2: Awards and Recognition - Netflix Inc. (NASDAQ:NFLX) has received 16 nominations for the 98th Academy Awards, aiming for a strong comeback after leading last year [4] - Apple Inc. has secured a Best Picture nomination, while Warner Bros. Discovery has set a new record with its film 'Sinners' [4] Group 3: Technological Developments - Apple Inc. is reportedly developing an AI-powered wearable pin, which could run the next-generation Siri and is comparable in size to an AirTag, indicating a competitive landscape in AI wearables [5] - Nvidia Corp. has overtaken Apple Inc. as the largest customer of Taiwan Semiconductor Manufacturing Co. Ltd (NYSE:TSM), driven by increased demand for artificial intelligence [6] Group 4: Market Innovations - The New York Stock Exchange plans to develop a platform for trading and on-chain settlement of tokenized securities, which will include features like 24/7 operations for U.S.-listed stocks and instant settlement [7]

Group 1 - Blockspace Media has acquired Bitcoin Layers, an onchain data analytics platform, to integrate its data into Blockspace's content suite [1][2] - Bitcoin Layers will be the first of many data products from Blockspace as it aims to expand its offerings for stocks and other Bitcoin data [2] - Blockspace is positioning itself as a Bitcoin-focused alternative to The Block, targeting data-driven media specifically for Bitcoin analysis [2] Group 2 - The acquisition aligns with a broader market trend of increasing mainstream adoption of cryptocurrency and blockchain, leading to higher demand for signal-based reporting from both crypto and traditional media [3] - Traditional finance is undergoing significant transformation, comparable to the disruptions seen during the computer era [4] - The New York Stock Exchange has launched a 24/7 tokenized securities trading platform, indicating a strong embrace of crypto and blockchain by traditional finance [5][6]

Core Insights - Polygon Labs is transitioning to a regulated payments company by acquiring Coinme and Sequence for a total of $250 million [1] - The acquisitions aim to simplify the management and transfer of digital assets for businesses [1][2] Group 1: Acquisitions and Strategy - The acquisition of Coinme, a payments platform, and Sequence, an infrastructure firm, is part of Polygon's strategy to build regulated middleware for blockchain solutions [3] - Coinme facilitates cash-to-crypto transactions at over 50,000 locations in the U.S., allowing users to purchase crypto using cash [4] - Polygon Labs views Coinme's service as a "Trojan horse" for onboarding new users to cryptocurrency [5] Group 2: Business Model and Revenue Generation - Polygon Labs is shifting focus from solely enhancing the value of its native token POL to generating revenue through these acquisitions [6] - The company previously raised $450 million in a funding round led by Sequoia Capital India, indicating strong investor confidence [6] - The native token POL is used for transaction fees and can be staked for rewards, highlighting its utility within the ecosystem [6]

Core Insights - Coinbase CEO Brian Armstrong announced an "everything exchange" strategy for 2026, aiming to integrate crypto, equities, prediction markets, and commodities across various product types [1] - The strategy positions Coinbase to compete with traditional brokerages and expand into tokenized securities and event-based markets, which have seen significant trading volume [1] - Armstrong emphasized the goal of making Coinbase the leading financial app globally, with major investments in product quality and automation [1] Prediction Markets and Tokenized Stocks - Coinbase has entered the prediction markets space by partnering with Kalshi, a regulated platform approved by the US Commodity Futures Trading Commission [2] - The prediction interface will support trading in various categories, including economics, politics, sports, and technology, using USDC or USD [2] - The product will operate under Coinbase Financial Markets, utilizing Kalshi's regulatory framework for event contracts structured as yes-or-no questions [3] Tokenized Equities Growth - Coinbase plans to issue tokenized equities in-house, differentiating itself from competitors like Robinhood and Kraken, which rely on third-party providers [3] - Monthly transfer volumes for tokenized equities have increased by approximately 76% over the past 30 days, reaching about $2.46 billion, as platforms explore bringing traditional assets on-chain [4] Industry Trends - Prediction markets have gained traction over the past year, attracting interest from both traditional exchanges and crypto-native firms as a new monetization avenue [5] - Other companies, such as Gemini and Crypto.com, are also entering the prediction market space, indicating a growing trend in the industry [5] Global Expansion Plans - Coinbase aims to scale stablecoins and payment solutions while bringing users on-chain through its developer tools, Base blockchain, and consumer app [6]

SEC ANNOUNCES “INNOVATION EXEMPTION” FOR CRYPTO, PAVING THE WAY FOR BLOCKCHAIN GROWTH- The U.S. Securities and Exchange Commission (SEC) recently confirmed plans to roll out a new “Innovation Exemption” for cryptocurrency firms, expected as early as January 2026.- The exemption will allow qualifying blockchain projects to operate under supervised conditions without immediate full compliance with traditional securities laws, signaling a shift from the SEC’s historically strict enforcement approach.Key Detail ...

Featured issuers:BUIDL (@BlackRock)USDtb (@ethena_labs)USTB (@SuperstateInc)OUSG (@OndoFinance)USDY (Ondo Finance)WTGXX (@WisdomTreeFunds)JTRSY (@centrifuge)BENJI (@FTDA_US)FDIT (@Fidelity)TBILL (@OpenEden_X)VBILL (@vaneck_us)mTBILL (@MidasRWA)* BUIDL & VBILL are tokenized by @Securitize. ...

RT Token Terminal 📊 (@tokenterminal)The AUM for VanEck's VBILL is closing in on $100M.The VBILL product is tokenized by Securitize, and is available on Ethereum, Solana, BNB Chain, and Avalanche. https://t.co/eXBCn2HcEq ...

🚨 NEW: Ondo and Chainlink partnered to bring financial institutions onchain, with Chainlink as the official oracle for Ondo’s tokenized securities. https://t.co/stnJImc6wB ...

Regulatory Landscape - ASIC (澳大利亚证券与投资委员会) 指出比特币不是金融产品 [1] - 仅交易比特币的交易所可免于许可 [1] - 稳定币、wrapped tokens（封装代币）和tokenized securities（代币化证券）需要在 6 月 30 日前获得许可 [1] Industry Implications - 行业对监管明确性表示欢迎 [1] - 行业指出存在瓶颈、专业知识有限、银行准入和保险缺口等问题 [1] - 合规性成为一项后勤挑战 [1]