SCHEDULE: 3i, LP Discloses 6.1% Stake in Netcapital Inc.

3i, LP, 3i Management LLC, and Maier Joshua Tarlow have filed an amendment to their Schedule 13G, reporting a 6.1% beneficial ownership stake in Netcapital Inc. through common stock purchase warrants.

Summary

• The reporting persons, 3i, LP, 3i Management LLC, and Maier Joshua Tarlow, collectively hold 505,935 shares of Netcapital Inc. common stock.
• The ownership interest is derived entirely from common stock purchase warrants.
• The reported 6.1% stake is based on 7,847,899 shares of common stock outstanding as of March 24, 2026.
• The filing serves as an update to previous Schedule 13G disclosures regarding beneficial ownership.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral regulatory disclosure indicating institutional interest in the company's equity via warrants, without signaling a change in corporate control.

Positives

• The reporting persons have certified that the securities were not acquired for the purpose of changing or influencing the control of the issuer.

Negatives

• The ownership stake is entirely dependent on the exercise of warrants, meaning the reporting persons do not currently hold underlying common equity.

Risks

• The value of the investment is tied to the exercise price and market performance of the warrants relative to the underlying common stock.
• The reporting persons' influence is limited by their passive investment certification.

Future Outlook

The filing does not provide a forward-looking business outlook for the issuer, as it is a disclosure of beneficial ownership by an external investor.

Industry Context

StockSavvy.ai notes that this filing reflects standard institutional disclosure requirements for investors crossing the 5% ownership threshold in small-cap financial technology or capital markets firms.

Comparison to Industry Standards

• The filing adheres to standard SEC Rule 13d-1 reporting requirements for passive investors.
• The use of warrants as the primary vehicle for equity exposure is common for private equity or venture-style investment firms in the micro-cap space.

Stakeholder Impact

• Shareholders should note the presence of a significant warrant holder which could lead to future dilution if warrants are exercised.

Next Steps

• Reporting persons will continue to file amendments if there are material changes to their ownership percentage.

Key Dates

Keywords

Netcapital Inc, 3i LP, Schedule 13G, Beneficial Ownership, Warrants, SEC Filing