0001903596-22-000437.txt : 20220707 0001903596-22-000437.hdr.sgml : 20220707 20220707160121 ACCESSION NUMBER: 0001903596-22-000437 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220707 DATE AS OF CHANGE: 20220707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Netcapital Inc. CENTRAL INDEX KEY: 0001414767 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 870409951 STATE OF INCORPORATION: UT FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41443 FILM NUMBER: 221071669 BUSINESS ADDRESS: STREET 1: 1 LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: (781) 925-1700 MAIL ADDRESS: STREET 1: 1 LINCOLN STREET CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: ValueSetters Inc. DATE OF NAME CHANGE: 20140924 FORMER COMPANY: FORMER CONFORMED NAME: ValueSetters Corp DATE OF NAME CHANGE: 20071011 8-A12B 1 sfs8ancpl070722.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

NETCAPITAL INC.

(Exact name of registrant as specified in its charter)


Utah		87-0409951
(State of incorporation or organization)		(IRS Employer Identification No.)

1 Lincoln Street

Boston, MA 02111

(Address of principal executive offices and zip code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common Stock, par value $0.001 per share		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-262688

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1.

Description of Registrant’s Securities to be Registered.

The description of the securities of Netcapital Inc. (the “registrant”) to be registered hereunder is contained in the section titled “Description of Securities” of the prospectus included as part of the registrant’s Registration Statement on Form S-1 (No. 333-262688), as amended, originally filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2022, as amended from time to time thereafter (the “Registration Statement”) and is hereby incorporated by reference in answer to this Item. In addition, all of the above-referenced descriptions included in any prospectus forming a part of the Registration Statement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein.

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the registrant are registered on The Nasdaq Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	NECAPITAL INC.

	By:	/s/ Cecilia Lenk
	Name:	Cecilia Lenk
	Title:	Chief Executive Officer

Dated July 7, 2022