As filed with the U.S. Securities and Exchange Commission on March 24, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 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 Number) ...

Financial Data and Key Metrics Changes - The company reported revenues of approximately $94,000 for the third quarter of fiscal 2026, a decrease from approximately $153,000 during the same period in fiscal 2025, primarily due to a decrease in funding portal fees [3] - An operating loss of approximately $2.2 million was reported, compared to an operating loss of approximately $1.7 million for the third quarter of fiscal 2025 [4] - The loss per share was $0.32, an improvement from a loss per share of $1.57 for the third quarter of fiscal 2025 [4] - As of January 31, 2026, the company had cash and cash equivalents of approximately $715,000 [4] Business Line Data and Key Metrics Changes - The company is focusing on strengthening its technology foundation and improving operational efficiency, which are expected to support future growth [5] - The funding portal is described as a technology business with a largely fixed cost structure, indicating that higher volume can lead to attractive incremental margins [5] Market Data and Key Metrics Changes - The company is expanding into blockchain-enabled solutions, which is seen as a natural extension of its business model [6] - The engagement with PureWave Hydrogen for tokenized asset issuance is viewed as a significant milestone, potentially leading to the first revenue-generating real-world asset tokenization project [9] Company Strategy and Development Direction - The company aims to create a more efficient and accessible marketplace for issuers and investors while ensuring regulatory compliance [9] - Strategic investments are being made to enhance infrastructure and grow platform volume, leveraging the broker-dealer to expand transaction opportunities [6] - The acquisition of Iverson Design's assets is expected to enhance in-house creative and product capabilities, crucial for the adoption of tokenization [10] Management's Comments on Operating Environment and Future Outlook - The CEO expressed confidence in the company's value proposition and emphasized the importance of achieving sufficient scale to realize the underlying economics of the business model [6] - The company is still in a transition period, with ongoing efforts to integrate blockchain-based assets into existing systems and regulatory workflows [11] Other Important Information - The company has developed a proprietary application to streamline SEC EDGAR filings, which is expected to improve filing efficiency for issuers [12] - Marketing automation tools have been implemented to enhance communication efforts and support scalable operations as the business grows [12] Q&A Session Summary - No specific questions or answers were provided in the content, indicating that the call concluded without a Q&A segment.

Group 1 - The U.S. Securities and Exchange Commission approved Nasdaq's proposal to trade certain stocks in tokenized form, marking a significant step towards integrating blockchain-based settlements into mainstream equity markets [1][2] - Nasdaq's proposal, filed in September, aims to amend its rules to allow listed stocks and exchange-traded products to be traded either as traditional shares or as blockchain-based digital tokens [3] - Initially, securities eligible for tokenized trading will be limited to stocks in the Russell 1000 Index and exchange-traded funds tracking major benchmarks like the S&P 500 and Nasdaq 100 [3] Group 2 - Exchange operators are intensifying efforts to capitalize on the tokenization trend as cryptocurrency regulations ease under the Trump administration [2] - Intercontinental Exchange has also developed a platform for trading and on-chain settlement of tokenized securities and is seeking regulatory approvals for this initiative [4]

Core Insights - Intercontinental Exchange (ICE) has acquired a minority stake in OKX, valuing the cryptocurrency exchange at $25 billion, marking a significant move by traditional finance into the crypto sector [1][6] - The partnership includes ICE obtaining a board seat at OKX and aims to collaborate on market design, risk oversight, and data services, enhancing institutional access to digital assets [2][3] Investment Details - The specific investment amount remains undisclosed, but the collaboration extends beyond mere capital infusion [2] - ICE will license OKX's spot cryptocurrency pricing data to develop regulated futures contracts in the U.S., providing institutions with compliant crypto exposure [3] Strategic Goals - The partnership aims to broaden retail access to regulated markets and expedite the delivery of tokenized assets to American investors [4] - By integrating OKX's digital trading systems with ICE's regulated frameworks, the alliance seeks to improve price discovery and meet institutional safety and compliance standards [5] Operational Strengths - OKX operates under licenses in key regions, including the U.S., Europe, and Australia, and has handled trillions in trading volume [6] - The collaboration is seen as a milestone in the mainstream integration of crypto, highlighting the growing confidence of legacy institutions in digital assets [7] Market Impact - The partnership aims to create durable systems that enhance transparency and reduce friction in financial transactions, benefiting both retail and professional participants [8] - This investment is not expected to materially impact ICE's finances in 2026 but symbolizes the convergence of centralized finance and decentralized innovation [9] Future Outlook - The ICE-OKX partnership could pave the way for a new era of financial infrastructure, where on-chain technology and established exchanges work together to drive efficiency and market participation [10]

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 Insights - The tokenization of real-world assets (RWA) is emerging as a significant focus for the crypto sector, particularly in attracting institutional interest, despite challenges in liquidity and market depth [3][5][6] Group 1: Tokenization and Market Dynamics - Tokenization aims to enhance trading by making it continuous, with instantaneous settlement and programmable ownership, as demonstrated by blockchain-based lender Figure's expansion of its On-Chain Public Equity Network [3] - The New York Stock Exchange (NYSE) is developing a platform for trading and on-chain settlement of tokenized securities, seeking regulatory approvals to facilitate this [4] - Despite technological advancements, liquidity for most tokenized RWAs remains limited, with thin trading volumes and wide bid-ask spreads, making them behave more like private instruments than tradable securities [5][6][11] Group 2: Liquidity Challenges - Liquidity in finance is defined as the ability to exit a position at fair value without significantly impacting the market, which is not guaranteed in tokenized RWA markets [7] - Many tokenized RWAs exist in fragmented markets with limited active participants, leading to fragile price discovery and theoretical liquidity [9][11] - Current adoption levels of tokenized RWAs are low, with total outstanding value insufficient to support robust secondary trading, which affects market maker participation and spreads [11][12] Group 3: Legal and Structural Considerations - The scalability of tokenized RWAs is not constrained by technology but rather by legal certainty, standardized rights, and a diverse participant base [12] - Many tokenized RWAs do not provide direct, enforceable claims on underlying assets, resembling private placements more than public instruments, which raises concerns for CFOs and treasury teams [13] - The evolving regulatory landscape is seen as a catalyst for blockchain adoption, with ongoing challenges complicating progress in the tokenization of real-world assets [14]

Core Viewpoint - The ongoing discussions around cryptocurrency regulation in the U.S. highlight the need for clarity and harmonization between the SEC and CFTC to foster innovation and protect investors in the digital asset space [2][14]. Group 1: Cryptocurrency Legislation - Treasury Secretary Scott Bessent is urging Congress to pass the Digital Asset Market Clarity Act to resolve the current regulatory limbo surrounding cryptocurrencies [2]. - A Senate panel has advanced a version of legislation that would place most non-security crypto assets under CFTC oversight, but a White House meeting aimed at breaking the legislative stalemate ended without a deal [3][4]. Group 2: Regulatory Clarity - The SEC Chairman Paul Atkins emphasized the need for clarity in distinguishing between securities and commodities, particularly in the context of tokenized assets and stable coins [6][12]. - The Genius Act has been recognized for clearly defining stable coins and establishing their regulatory framework, separating them from securities [11][12]. Group 3: Tokenization and Market Participation - Tokenization is seen as a significant opportunity to enhance market participation, potentially allowing smaller investors to engage more easily in various markets [15][16]. - The concept of tokenization involves using smart contracts to create digital representations of underlying assets, which could streamline transaction processes and reduce risks in financial services [17][18]. Group 4: IPOs and Market Dynamics - The SEC is focused on making it easier for U.S. companies to go public, addressing the decline in the number of publicly traded companies, which has decreased by approximately 30-40% over the last 30 years [34][35]. - Efforts are being made to reduce regulatory burdens and litigation risks associated with public offerings, aiming to revitalize the IPO market [37][39]. Group 5: Cross-Border Fraud and Regulatory Actions - The SEC has launched a task force to address cross-border fraud, particularly targeting pump and dump schemes involving foreign-based companies listed in U.S. markets [41][42]. - Recent actions include halting trading on certain companies suspected of manipulative activities, demonstrating the SEC's commitment to investor protection [43][44].

Financial Data and Key Metrics Changes - For the full year 2025, the company achieved net revenues of $5.2 billion, an increase of 12% year-over-year [6][24] - Solutions revenue grew 11% to $4 billion, representing 76% of total net revenue [23] - Annual operating income was $2.9 billion, up 16%, with diluted EPS growth of 24% [6][24] - Fourth quarter net revenue was $1.4 billion, up 13% year-over-year, with solutions revenue of $1.1 billion, up 12% [7][24] - Operating expenses for the fourth quarter were $609 million, up 8% year-over-year, leading to an operating margin of 56% [7][36] Business Line Data and Key Metrics Changes - Capital access platforms delivered quarterly revenue of $572 million, up 12%, with annual revenue of $2.1 billion, up 10% [25] - Index revenue increased by 23% in the fourth quarter, with net inflows of $99 billion over the last 12 months [26] - Financial technology revenue in the quarter was $498 million, up 12%, with annual revenue of $1.85 billion, up 11% [29] - Market services achieved record annual net revenue of $1.2 billion, up 17% year-over-year [19][32] Market Data and Key Metrics Changes - The company secured three of the five top IPOs of 2025, including the largest IPO of the year, Medline [11] - The Nordic markets welcomed the largest IPO in Europe, Verisure, contributing to strong performance in the region [11] - The index franchise achieved record average AUM, with ETP AUM reaching $882 billion, an all-time high [14] Company Strategy and Development Direction - The company focuses on three strategic pillars: integrate, innovate, and accelerate, which have driven strong results [8] - Plans to launch 23x5 trading in the Nasdaq Stock Market in the second half of 2026, subject to regulatory approval [9] - The company aims to leverage AI across its business and has begun rolling out new AI-enabled products [8][9] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to build on its strong foundation and deliver durable growth in 2026 [21] - The company sees signs of accelerating capital markets activity, supported by recent Fed cuts and a healthy pipeline of late-stage private companies [12] - Management highlighted the importance of managing risk and advancing market structure as key industry priorities [20] Other Important Information - The company generated free cash flow of approximately $2.2 billion in 2025, with a conversion ratio of 109% [37] - The company paid dividends totaling $601 million in 2025 and repurchased 7.2 million shares for $616 million [38] Q&A Session Summary Question: Expectations for expanded options expirations and market volumes - Management noted that expanded options expirations provide clients with more choices for managing risk and are expected to drive market volumes [39][40] Question: Growth in equity options volumes and structural shifts - Management indicated that growth in equity options volumes is driven by a broadening investor base and increased engagement from both retail and institutional investors [42][44] Question: Pipeline and pace expectations for the data and listing segment - Management highlighted momentum in new issuances and active dialogue with late-stage private companies looking to go public, with expectations for increased activity in 2026 [45][46] Question: Outlook for financial crime management growth - Management discussed the variability in revenue due to implementation timing for enterprise deals but expressed optimism about the pipeline of opportunities in 2026 [47][49] Question: Nasdaq's ambitions in the proxy market - Management emphasized the focus on policy reform and modernization of proxy infrastructure to streamline processes for public companies [58] Question: Tokenization of equity securities - Management explained that the goal is to integrate tokenization with existing infrastructure while ensuring investor protection and issuer choice [60][62]

Core Viewpoint - Five Wall Street firms engaged with the SEC's Crypto Task Force to discuss regulatory frameworks for digital assets and decentralized finance, emphasizing the need for tokenized securities to adhere to existing federal laws [1][2]. Group 1: Meeting Details - The meeting included representatives from SIFMA, Cahill Gordon & Reindel LLP, Citadel LLC, and JPMorgan Chase & Co., who sought to follow up on previous communications with the SEC [2]. - Participants expressed concerns that tokenized securities should not be subject to different trading rules due to their blockchain nature, warning against regulatory shortcuts that could undermine investor protection [3][4]. Group 2: Regulatory Perspectives - The firms advocated for innovation in digital markets to occur within established investor protection and market integrity frameworks, opposing broad exemptive relief for tokenized trading activities [4]. - They argued that tokenization alters market infrastructure but does not change the fundamental economic characteristics of securities, framing tokenized instruments as equivalent to traditional securities [4]. Group 3: Industry Reactions - Citadel's prior letter to the SEC highlighted the need for stricter regulation of DeFi protocols dealing with tokenized securities, which was met with criticism from the crypto industry, labeling the arguments as "baseless" [5]. - The meeting did not focus extensively on DeFi, only addressing its regulatory implications for trading tokenized securities and related market access rules [6]. Group 4: Market Operations - SEC Trading and Markets Director Jamie Selway noted that some non-equity markets, including those for digital assets, operate continuously, indicating a growing consensus among market participants for equity markets to adopt a similar model [7].

Core Viewpoint - The meeting between top Wall Street players and the SEC highlighted concerns regarding the regulator's approach to digital assets, particularly the potential economic impact of exemptive relief for tokenized securities and the treatment of decentralized finance (DeFi) projects [1][2]. Group 1: Meeting Outcomes - Representatives from JPMorgan, Citadel, and SIFMA discussed the SEC's plans to provide exemptions for tokenized securities, expressing worries that this could harm the broader U.S. economy [1][2]. - SIFMA emphasized that regulatory treatment should focus on economic characteristics rather than technology or labels, warning that broad exemptions could undermine investor protection and lead to market disruptions [3]. Group 2: Regulatory Context - SEC Chair Paul Atkins announced plans to issue significant innovation exemptions for the crypto sector, which would protect crypto companies from triggering securities law violations while experimenting with tokenized securities and DeFi [5]. - The SEC's push for legal assurances for the crypto industry coincides with stalled progress on a crypto market structure bill in Congress, which aims to establish federal protections for crypto [6]. Group 3: Industry Tensions - Tensions between DeFi advocates and SIFMA arose over language in the crypto market structure bill that would exempt certain decentralized financial services from legal oversight, although some progress was reported in negotiations [6]. - The conflict between Coinbase and the banking lobby over stablecoin rewards posed a significant threat to the bill's future [7].