SCHEDULE: 3i LP, Management Disclose 7.0% Stake in Netcapital

3i, LP, along with its management entities, filed an Amendment No. 2 to Schedule 13G, disclosing a 7.0% beneficial ownership stake in Netcapital Inc. through warrants.

Summary

• 3i, LP, 3i Management LLC, and Maier Joshua Tarlow collectively reported beneficial ownership of 518,889 shares of Netcapital Inc. Common Stock.
• This represents 7.0% of Netcapital Inc.'s outstanding Common Stock, based on 6,867,899 shares as of December 15, 2025, as disclosed in the issuer's Form 10-Q.
• The beneficial ownership consists of shares issuable upon the exercise of common stock purchase warrants held directly by 3i, LP.
• All reporting persons, including 3i, LP, 3i Management LLC, and Maier Joshua Tarlow, share both voting and dispositive power over these 518,889 shares.
• This filing is an Amendment No. 2 to a previously filed Schedule 13G, updating beneficial ownership information.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive disclosure, as it confirms a significant, passive institutional stake in Netcapital Inc., which can be seen as a vote of confidence, albeit without active intent to influence control.

Positives

• A significant institutional investor group maintains a substantial 7.0% stake in Netcapital Inc., indicating continued interest in the company.

Risks

• No specific risks related to Netcapital Inc.'s operations or financial health are disclosed in this ownership filing. The reporting persons certify that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Future Outlook

This filing is an ownership disclosure and does not contain forward-looking statements or guidance regarding Netcapital Inc.'s future operations or financial performance.

Industry Context

StockSavvy.ai notes that Schedule 13G filings are routine disclosures by passive investors holding more than 5% of a company's stock. This filing indicates a continued, significant passive stake by 3i, LP and its affiliates in Netcapital Inc., which is common for institutional investors in the broader market.

Stakeholder Impact

• Shareholders: The disclosure of a significant 7.0% stake by an institutional group may provide a degree of confidence, indicating a notable investor's continued interest.
• Company Management: Awareness of a significant passive shareholder group holding warrants.

Next Steps

• This filing does not mention any specific future actions, events, or milestones for Netcapital Inc. or the reporting persons beyond the ongoing ownership.

Key Dates

Recommendation

This Schedule 13G Amendment No. 2 is a routine disclosure of a passive ownership stake and does not provide new fundamental information about Netcapital Inc.'s operational or financial performance. The confirmation of a 7.0% stake by 3i, LP and its affiliates, held through warrants, indicates continued institutional interest but no intent to influence control. Therefore, it does not warrant a change in investment thesis, suggesting a 'hold' recommendation for existing investors.

Keywords

Netcapital Inc., Schedule 13G, Beneficial Ownership, Warrants, 3i LP, Institutional Investor, Equity Stake, SEC Filing