As filed with the U.S. Securities and Exchange Commission on October 2, 2025 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 NETCAPITAL INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Utah 6199 87-0409951 (I.R.S. Employer Identification Number) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ...