8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

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PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 12, 2024

Netcapital

Inc.

(Exact name of registrant as specified in its charter)

Utah	001-41443	87-0409951
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File<br> No.)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

1 Lincoln Street, Boston, Massachusetts

02111

(Address of principal executive offices) (Zip Code)

781-925-1700

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
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Common Stock, $0.001 par value per share	NCPL	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	NCPLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item7.01. Regulation FD Disclosure.

The executive officers of Netcaptal, Inc. intend to use the material filed herewith, in whole or in part, in one or more meetings and for a shareholder meeting scheduled for December 12, 2024. A copy of the slide presentation is posted on our website, https://netcapitalinc.com/events-and-presentations, and is attached hereto as Exhibit 99.1.

ITEM9.01 Financial Statements and Exhibits.

The information furnished pursuant to this Current Report on Form 8-K, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

(d) Exhibit:

99.1	Presentation
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Netcapital Inc.<br><br> <br>(Registrant)
Date:<br> December 12, 2024	By:	/s/ Coreen Kraysler
		Coreen<br>Kraysler
		Chief<br> Financial Officer

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Exhibit99.1