Netcapital Inc. ownership update: this Amendment No. 3 to the Schedule 13G/A reports that 3i, LP, together with 3i Management LLC and Maier Joshua Tarlow, beneficially own an aggregate of 505,935 shares of Common Stock issuable upon exercise of warrants. The filing bases the ownership percentage on 7,847,899 shares outstanding as of March 24, 2026, and reports that the Shares represent approximately 6.06%–6.1% of the class. The reporting persons state shared voting and dispositive power over the 505,935 shares and clarify that Mr. Tarlow has shared power by virtue of his role with 3i Management.
The filing updates beneficial‑ownership counts for 3i, 3i Management and Maier Joshua Tarlow, showing 505,935 shares issuable on warrants and shared voting/dispositive power. The percentage is calculated on March 24, 2026 outstanding shares: 7,847,899.
Because the position arises from exercisable warrants rather than outstanding common shares, the holdings are an overhang indicator tied to exercise decisions; cash‑flow treatment and exercise timing are not stated in the excerpt. Subsequent filings or prospectus disclosures could show exercise terms and timing.
Key Figures
Shares issuable on warrants:505,935 sharesShares outstanding:7,847,899 sharesPercent of class:6.06%–6.1%
3 metrics
Shares issuable on warrants505,935 sharesAggregate warrants held by reporting persons (beneficial ownership)
Shares outstanding7,847,899 sharesOutstanding Common Stock as of March 24, 2026 (prospectus basis)
Percent of class6.06%–6.1%Reported percentage range based on 7,847,899 shares outstanding
"Beneficial ownership consists of an aggregate of 505,935 shares issuable upon exercise of common stock purchase warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Beneficial ownershipregulatory
"By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement"
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Netcapital Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
64113L202
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
64113L202
1
Names of Reporting Persons
3i, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
505,935.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
505,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
505,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3 to statement on Schedule 13G (this ''Amendment No. 3''), such percentage is based on 7,847,899 shares of common stock, par value $0.001 per share, of the issuer (the ''Common Stock''), outstanding as of March 24, 2026, as disclosed in the prospectus of the issuer, dated April 13, 2026, to the registration statement on Form S-1, as amended (File No. 333-289711), declared effective by the U.S. Securities and Exchange Commission (the ''SEC'') on April 13, 2026 (the ''Prospectus''). Beneficial ownership consists of an aggregate of 505,935 shares of Common Stock issuable upon exercise of common stock purchase warrants (the ''Warrants'') held directly by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
64113L202
1
Names of Reporting Persons
3i Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
505,935.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
505,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
505,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3, such percentage is based on 7,847,899 shares of Common Stock outstanding as of March 24, 2026, as disclosed in the Prospectus. Beneficial ownership consists of an aggregate of 505,935 shares of Common Stock issuable upon exercise of the Warrants held indirectly by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
64113L202
1
Names of Reporting Persons
Maier Joshua Tarlow
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
505,935.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
505,935.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
505,935.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.1 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 3, such percentage is based on 7,847,899 shares of Common Stock outstanding as of March 24, 2026, as disclosed in the Prospectus. Beneficial ownership consists of an aggregate of 505,935 shares of Common Stock issuable upon exercise of the Warrants held indirectly by the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Netcapital Inc.
(b)
Address of issuer's principal executive offices:
1 Lincoln Street, Boston, Massachusetts 02111
Item 2.
(a)
Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i");
(ii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and
(iii) Maier Joshua Tarlow ("Mr. Tarlow").
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on July 9, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 3 and all subsequent amendments to the Schedule 13G, Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on November 6, 2025 (the "Amendment No. 1") and Amendment No. 2 to Schedule 13G filed by the Reporting Persons with the SEC on February 5, 2026 (the "Amendment No. 2" and, together with Amendment No. 1, the "Amendments") jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 3 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013.
(c)
Citizenship:
3i is a Delaware limited partnership. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
64113L202
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 3 amends and supplements the Schedule 13G and the Amendments. The purpose of this Amendment No. 3 is to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and the Amendments.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 3 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 7,847,899 shares of Common Stock outstanding as of March 24, 2026, as disclosed in the Prospectus. 3i holds Warrants exercisable for up to an aggregate of 505,935 shares of Common Stock.
Consequently, 3i is the beneficial owner of 505,935 shares of Common Stock (the "Shares") and has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by 3i Management, the general partner of 3i. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 to the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
3i, LP
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow, Manager of 3i Management LLC, General Partner of 3i, LP
Date:
05/08/2026
3i Management LLC
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow, Manager
Date:
05/08/2026
Maier Joshua Tarlow
Signature:
/s/ Maier Joshua Tarlow
Name/Title:
Maier Joshua Tarlow
Date:
05/08/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated July 9, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on July 9, 2025).
3i reports beneficial ownership of 505,935 shares. The filing says these shares are issuable upon exercise of warrants and represent about 6.06%–6.1% of the class based on March 24, 2026 outstanding shares of 7,847,899.
Are the reported shares already outstanding or issuable?
The 505,935 shares are issuable upon exercise of warrants. The statement clarifies beneficial ownership arises from warrants held directly or indirectly; it does not state that these shares are currently outstanding common stock.
Who has voting and disposition power over these shares?
Shared voting and dispositive power is reported. The cover pages and Item 4 show Sole power 0 and Shared power 505,935 for voting and disposition across 3i, 3i Management, and Mr. Tarlow in his managerial role.
What outstanding share count did the filing use to calculate percentage?
The filing uses 7,847,899 shares outstanding as of March 24, 2026. That figure is sourced from the issuer's prospectus dated April 13, 2026, and is the basis for the ~6.06%–6.1% calculations.
