SCHEDULE: 3i LP, Management, and Tarlow Disclose 9.9% Netcapital Stake

3i, LP, along with 3i Management LLC and Maier Joshua Tarlow, reported a 9.9% beneficial ownership stake in Netcapital Inc. through common stock purchase warrants.

Summary

• 3i, LP, 3i Management LLC, and Maier Joshua Tarlow collectively reported beneficial ownership of 544,899 shares of Netcapital Inc. common stock.
• This ownership represents 9.9% of the company's outstanding common stock, calculated based on 4,917,889 shares outstanding as of September 30, 2025.
• The beneficial ownership stems from common stock purchase warrants (Warrants) held directly by 3i, LP, which are exercisable for the stated number of shares.
• All three reporting persons (3i, LP, 3i Management LLC, and Maier Joshua Tarlow) share both voting and dispositive power over these 544,899 shares.
• This document is an Amendment No. 1 to a previously filed Schedule 13G, serving to update the beneficial ownership information.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects. The certification of passive investment intent suggests a neutral stance on control.

Positives

• The disclosure of a significant 9.9% stake by institutional investors and an individual manager may signal confidence in Netcapital Inc.'s future prospects.
• The ownership is through warrants, which, if exercised, could provide future capital to the company, although this is not explicitly stated as a planned capital raise.

Negatives

• No explicit negatives are detailed within this beneficial ownership disclosure filing.

Risks

• The potential future exercise of the 544,899 warrants could lead to dilution for existing shareholders by increasing the total number of outstanding shares.
• While the reporting persons certified that the securities were not acquired for the purpose of changing or influencing control, a significant 9.9% stake inherently carries the potential for future influence or activism.

Future Outlook

NA

Management Comments

• The filing of this Amendment No. 1 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.
• 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 Rule 14a-11.

Industry Context

NA

Stakeholder Impact

• Shareholders: The disclosure of a significant 9.9% stake by institutional investors and an individual manager could be viewed positively, indicating investor interest. However, the potential future exercise of warrants could lead to dilution for existing shareholders.
• Company Management: The certification of passive investment intent suggests the reporting persons do not currently intend to influence control, which could be reassuring to current management.

Key Dates

Keywords

Netcapital Inc., Schedule 13G, beneficial ownership, warrants, 3i LP, 3i Management LLC, Maier Joshua Tarlow, equity stake, SEC filing, common stock