SCHEDULE: Strategic EP Exits Netcapital Inc. Stake

Strategic EP, LLC and Alexander Chase Deitch have filed an exit amendment to their Schedule 13D, reporting they no longer beneficially own more than five percent of Netcapital Inc.'s common stock.

Summary

• Strategic EP, LLC and Alexander Chase Deitch, collectively referred to as the Reporting Persons, have filed Amendment No. 2 to their Schedule 13D, indicating they have ceased to be beneficial owners of more than five percent of Netcapital Inc.'s outstanding common stock.
• This filing serves as an exit filing for both Strategic EP, LLC and Alexander Chase Deitch.
• Strategic EP, LLC previously acquired a total of 338,655 shares of Netcapital Inc. common stock through open market purchases between November 20, 2025, and December 2, 2025, at an approximate average price of $0.80 per share.
• On December 9, 2025, Strategic EP, LLC sold an aggregate of 338,695 shares of Netcapital Inc. common stock in the open market at an approximate average price of $1.13 per share.
• Following these transactions, the Reporting Persons' beneficial ownership in Netcapital Inc. is 0.00 shares, representing 0.0% of the class.
• The funds used for the purchases were from the working capital of Strategic EP, LLC.
• Neither of the Reporting Persons nor any managing member has been convicted in a criminal proceeding or been party to a civil proceeding related to securities laws in the last five years.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative for Netcapital Inc. as a significant shareholder has fully divested, which can be interpreted as a lack of long-term confidence. However, it is positive for the exiting investors who realized a profit.

Positives

• The Reporting Persons realized a significant profit from their investment, purchasing shares at an average of approximately $0.80 and selling at an average of approximately $1.13 per share.
• The exit of a significant shareholder could potentially reduce market overhang, if any, associated with a large block of shares.

Negatives

• The divestment by a significant institutional investor could be perceived by the market as a lack of long-term conviction in Netcapital Inc.'s future prospects.
• A large block sale could put downward pressure on the company's stock price in the short term.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Netcapital Inc.'s future performance or operations.

Industry Context

This filing primarily details a change in beneficial ownership by specific investors and does not provide broader industry context or trends. It reflects an individual investment decision rather than a systemic industry shift.

Legal Proceedings

• Neither of the Reporting Persons, nor any managing member or other member, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• Neither of the Reporting Persons, nor any managing member or other member, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the last five years.

Stakeholder Impact

• Shareholders of Netcapital Inc. may react to the news of a significant investor fully divesting their stake, potentially leading to increased selling pressure or a re-evaluation of the company's prospects.
• The company's management might need to address investor concerns regarding the exit of a major holder.

Key Dates

Recommendation

The filing indicates a complete divestment by a significant beneficial owner, Strategic EP, LLC, and Alexander Chase Deitch. While the exiting parties realized a profit, a major shareholder's full exit can signal a lack of long-term conviction in the company's future, potentially creating negative sentiment or selling pressure. However, without additional fundamental news about Netcapital Inc.'s operations or financial performance, a 'hold' recommendation is prudent, advising investors to monitor the stock's reaction and await further company-specific updates before making a definitive buy or sell decision.

Keywords

Netcapital Inc., NCPL, Schedule 13D, Beneficial Ownership, Shareholder Exit, Stock Sale, Equity, SEC Filing, Strategic EP LLC