Netcapital (NCPL) Registration Filing summary

Company overview and business model

• Operates a fintech platform enabling private companies to raise capital online from both accredited and non-accredited investors, leveraging Regulation Crowdfunding (Reg CF) and Regulation A (Reg A) under the JOBS Act.

• Generates revenue through listing fees, portal fees (4.9% of capital raised), and a 1% equity success fee from issuers; also provides consulting and broker-dealer services via subsidiaries.

• Platform supports tokenized securities and plans to expand offerings to include real-world assets (RWAs) and international markets.

Financial performance and metrics

• Fiscal year ended April 30, 2025: revenue of $869,460, gross profit of $829,116, and net loss of $28.3 million; prior year revenue was $4.95 million with a net loss of $4.99 million.

• Six months ended October 31, 2025: revenue of $241,134, gross profit of $231,848, and net loss of $5.77 million.

• Significant revenue decline due to cessation of consulting for equity and fewer new issuers; recognized $19.9 million in impairments on portfolio investments in 2025.

• As of January 15, 2026, held $792,771 in cash and cash equivalents.

Use of proceeds and capital allocation

• Will not receive proceeds from resale of shares by selling shareholders; may receive up to $9.21 million if all warrants are exercised for cash.

• Any proceeds from warrant exercises will be used for working capital, sales, and marketing in the U.S. and internationally.