NETCAPITAL
INC.
1
Lincoln Street
Boston,
MA 02111
August
21, 2025
VIA
EDGAR
United
States Securities and Exchange Commission
100
F. Street, NE
Washington,
DC 20549
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Re: |
Netcapital
Inc. |
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Withdrawal of Registration
Statement on Form S-1 |
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File No. 333-286555 |
Dear
Ladies and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Netcapital Inc. (the “Registrant”)
hereby requests the immediate withdrawal of the above-referenced registration statement, together with all exhibits and amendments thereto
(the “Registration Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission
(the “SEC”) on April 15, 2025.
The
Registrant is requesting to withdraw the Registration Statement because it has elected to register the securities originally
registered for resale on the Registration Statement, along with new securities for resale, on new registration statement on Form
S-1 (File No. 33-289711) filed on August 19, 2025. The Registrant confirms that the Registration Statement was never declared
effective and that no securities were sold for resale as contemplated by the Registration Statement.
Please
direct any questions or comments regarding this correspondence to our counsel, Richard Friedman of Sheppard Mullin Richter & Hampton
LLP, at (212) 634-3031.
Thank
you for your assistance in this matter.
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Sincerely, |
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Netcapital Inc. |
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/s/
Martin Kay |
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Martin Kay, Chief Executive Officer |
