As filed with the U.S. Securities and Exchange Commission on February 24, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Utah 6199 87-0409951 (I.R.S. Employer Identification Numbe ...

Core Viewpoint - Antalpha Platform Holding Company will report its financial results for Q4 and full year 2025 on March 3, 2026, before the U.S. market opens [1] Group 1: Financial Results Announcement - The financial results will be discussed in a conference call scheduled for 8:00 A.M. U.S. Eastern Time on March 3, 2026 [1] - A live webcast of the conference call will be available, and a replay will be accessible on the company's investor relations website [2] Group 2: Company Overview - Antalpha is a leading fintech company that provides financing, technology, and risk management solutions specifically for institutions in the digital asset industry [3] - The company offers Bitcoin supply chain and margin loans through its Antalpha Prime technology platform, enabling customers to manage their digital asset loans and monitor collateral positions in near real-time [3]

Core Insights - PayPal's stock has dropped over 40% in the past year due to slowing sales growth, macroeconomic challenges, and unclear strategic plans [1] - The company is facing significant competition in the digital payment space and has struggled to meet its previously set growth targets [2][3] Performance Metrics - PayPal's active accounts grew only from 426 million in 2021 to 439 million in 2025, falling short of its goal of 750 million by 2025 [2] - Revenue growth has been low, with year-over-year increases in the low-to-mid single digits, indicating challenges in acquiring new customers and increasing transaction volume [4] - Transaction volumes have declined as the company shifts focus to its branded checkout platform and other services, which yield higher average payments but lower transaction counts [6] Financial Projections - For 2026, PayPal anticipates a mid-single-digit decline in earnings per share (EPS) as competition intensifies and growth in its branded checkout platform remains sluggish [10] - The company is implementing cost-cutting measures and share buybacks to stabilize margins and support EPS growth amid cooling sales [7]

Core Insights - The UK remains a leader in fintech innovation, but investment in the sector has reached a four-year low, prompting companies to explore opportunities in the US market [1] - The US banking sector lags behind Europe in areas such as open banking, fast payment systems, and mobile-native experiences, presenting growth opportunities for fintechs focused on customer experience [1] Market Dynamics - Relocating and replicating successful models from London to the US is not straightforward [2] - A significant difference in digital infrastructure exists between Europe and the US, with a third of Americans considering branch proximity as a key factor in their banking decisions [3] Customer Experience Strategy - Fintechs must integrate in-person experiences with their digital offerings to resonate with US consumers, moving beyond just a visually appealing app [4] - Successful fintechs will employ experience design that goes deeper than user interface, ensuring familiarity and trust for US consumers [4] Operational Considerations - Strategies may include embedding call center agent handovers in mobile flows and rethinking onboarding processes to accommodate offline dependencies [5] - Companies like Revolut and Starling, which are considering bypassing banking license regulations by acquiring US banks, will need to adapt their existing experiences significantly [5] Competitive Landscape - The foundation of the fintech industry is hassle-free banking experiences, which will be crucial for gaining a foothold in the US market [6] - The next wave of fintech customer experience will focus on anticipation rather than mere responsiveness, creating "moments of surprise" to enhance user trust [7] - Incumbent banks are expected to respond to fintech challenges by improving their own apps and ecosystems, while challengers can leverage their head start in customer experience [8]

Core Insights - DailyPay has successfully closed a $200 million expansion of its secured credit facility, increasing its total committed capacity to $960 million, which will support the scaling of operations as demand for its wage-access platform grows [1][4] - The funding directly supports the expansion of DailyPay's core offering, allowing workers to access earned wages before traditional payday, thus providing instant liquidity and helping employees manage unexpected expenses [2][6] - The upsizing of the credit facility reflects strong trust in DailyPay's employer-integrated model and positions the company as a leader in fintech-driven payroll innovation [3][5] Financial Structure - The expanded credit facility is backed by high-quality, short-duration cash flows from on-demand pay advances, and combined with a $200 million asset-backed securitization completed in June 2025, it pushes total debt financing above $1 billion [4][8] - Participating lenders include Barclays, Citi, TPG Credit, TD Bank Group, and Royal Bank of Canada, indicating confidence in DailyPay's financial structure [3][4] Market Position and Trends - DailyPay's technology integrates seamlessly with existing payroll systems and offers a suite of financial wellness tools, enhancing employee financial resilience [5][6] - The expansion aligns with industry trends favoring earned-wage access programs, as organizations prioritize financial wellness benefits to attract and retain talent amid economic uncertainty [6][7] - The ability to secure substantial financing on favorable terms solidifies DailyPay's competitive advantage and positions it for accelerated product development and market penetration [7]

Core Insights - Aether Holdings Inc. (NASDAQ:ATHR) has announced the acquisition of PublicView.ai, an AI-driven market intelligence platform aimed at enhancing equity research capabilities [1][2]. Group 1: Acquisition Details - The acquisition of PublicView.ai is intended to strengthen Aether's fintech ecosystem by integrating fundamental research capabilities with existing tools from its subsidiary, Aether Grid [2]. - PublicView.ai specializes in converting complex SEC filings into organized insights using natural-language processing and automated summarization [1][3]. Group 2: Strategic Goals - The acquisition aligns with Aether's strategy to create a modern market intelligence platform that enhances investor engagement and long-term shareholder value [3]. - PublicView.ai's functionalities include real-time analysis of earnings calls, press releases, and news articles, which will aid both retail and professional investors in identifying market trends [2]. Group 3: Company Overview - Aether Holdings operates a financial technology platform in the US, including SentimenTrader.com, which provides proprietary research analytics and tools [4].

Core Insights - Meta is planning to enter the stablecoin payment space in the second half of this year, contingent on successful integration with a third-party vendor [1][2] - The company aims to facilitate stablecoin-backed payments and launch a new wallet as part of this initiative [2] - Stripe is a potential partner for Meta's stablecoin project, having acquired stablecoin specialist Bridge and maintaining a long-standing relationship with Meta [3] Company Developments - Meta previously attempted a stablecoin project named Libra, later renamed Diem, but abandoned it in early 2022 due to regulatory challenges [4] - Despite ongoing discussions about stablecoin integration, Meta's Vice President of Communications stated that there is currently no Meta stablecoin [5][9] Industry Context - Stablecoins are increasingly viewed as suitable mechanisms for crypto payments, being integrated into existing card infrastructure to facilitate digital asset transactions [10] - Monthly payment flows from crypto-linked cards have exceeded $1.5 billion, with annualized spending reaching around $18 billion, indicating a shift towards retail payments [11] - The emerging crypto-linked card marketplace suggests that traditional payment networks are proactively adapting to include stablecoins rather than resisting change [12]

Core Insights - Stripe has secured agreements with investors to provide liquidity to its employees through a tender offer, valuing the company at $159 billion [1] - The company has built a premier financial infrastructure stack for the internet economy, relied on by rapidly growing companies for various financial services [2] Financial Performance - Businesses using Stripe's platform generated $1.9 trillion in total volume in 2025, marking a 34 percent increase from the previous year and accounting for approximately 1.6 percent of global GDP [3] - The expansion of Stripe's Revenue suite is expected to reach an annual run rate of $1 billion, including services like Stripe Billing, Invoicing, and Tax [4] Market Expansion - Half of Stripe's 2025 cohort of new businesses are based outside of the U.S., with a growth rate around 50 percent faster than the previous year's cohort [5] - The number of companies reaching $10 million in annual recurring revenue within three months of launch has doubled compared to 2024 [5] Product Innovations - Stripe has launched the Agentic Commerce Suite, facilitating transactions across AI interfaces and protocols, in partnership with brands like Anthropologie and Urban Outfitters, and collaborations with OpenAI and Microsoft [6] - The adoption of stablecoins has surged, with Stripe's stablecoin volume doubling to about $400 billion, primarily driven by B2B transactions [7] Strategic Positioning - Stripe remains a pivotal player in the financial infrastructure of the internet economy, consistently aligning itself with important technology shifts and maintaining a relentless pace of innovation for 15 years [8]

Core Insights - Meta Platforms plans to integrate stablecoins in the second half of 2026 through a third-party vendor, likely Stripe, aiming to reach over 3 billion users after the collapse of the Libra/Diem project in 2022 [1] Group 1: Integration Strategy - Meta has issued a request for product (RFP) to third-party firms to assist in stablecoin-based payments and the implementation of a new wallet, with integration expected to begin in the second half of this year [2] - Stripe, which acquired stablecoin specialist Bridge last year, is a potential candidate for piloting Meta's stablecoin initiative [2][3] - The current approach marks a significant shift from the original Libra project, as Meta now prefers to rely on third-party stablecoin payment providers rather than issuing its own [3] Group 2: Business Motivation - The integration of stablecoins would enable Meta to open payment channels to its extensive user base while avoiding high traditional banking fees [4] - This strategy positions Meta as a potential leader in social commerce and cross-border remittances, competing directly with platforms like Elon Musk's X and Telegram, which are also pursuing "super app" functionalities [4] Group 3: Historical Context - The original goal of the Libra project was to leverage Meta's vast networks, including WhatsApp and Facebook's commerce tools, for payment solutions [5] - The Libra project faced significant challenges, including regulatory pushback and reputational damage from the Cambridge Analytica scandal, leading to its eventual shutdown in early 2022 without a formal launch [6][7] Group 4: Regulatory Environment - The current regulatory landscape has changed, with the GENIUS Act providing a legal foundation for U.S. stablecoin issuers, although regulations for issuers are still in early development [8] - This regulatory uncertainty likely influences Meta's decision to adopt a third-party approach, integrating existing infrastructure through partners like Stripe and Bridge to avoid potential regulatory conflicts [9]

Core Viewpoint - Fintech giant Marquis is suing its firewall provider SonicWall for a breach that allegedly allowed hackers to steal sensitive information, leading to a ransomware attack on Marquis' network [2][4]. Group 1: Lawsuit Details - The lawsuit was filed in the U.S. District Court for the Eastern District of Texas and seeks a jury trial [2]. - Marquis claims that the 2025 breach at SonicWall exposed critical security information for Marquis and all customers using SonicWall's firewall cloud backup service [2]. - The CEO of Marquis stated that SonicWall's failure to secure its backup service resulted in significant reputational, operational, and financial harm to the company [2]. Group 2: Nature of the Breach - SonicWall allegedly allowed hackers to obtain keys that bypassed its firewall defenses, enabling unauthorized access to Marquis' internal network [3]. - The hackers used stolen information about customer firewall configurations, including emergency passcodes, to execute the ransomware attack [4]. Group 3: Data Compromised - The cyberattack resulted in the theft of personally identifiable information concerning customers of Marquis' financial institution clients, including names, dates of birth, postal addresses, and financial information such as bank account and credit card numbers, as well as Social Security numbers [5]. Group 4: SonicWall's Response - SonicWall initially reported that fewer than 5% of its customer firewall configuration backup files were exfiltrated but later conceded that every customer had their firewall backup files stolen in the breach [6]. - The company has not commented on the lawsuit as of the latest reports [6]. Group 5: Timeline of Events - Marquis began notifying affected individuals about the breach in December 2025, which occurred in August of the same year [7]. - SonicWall has not disclosed when hackers first gained access to its systems [7].