Form SCHEDULE 13D/A Netcapital Inc. Filed by: Strategic EP, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Netcapital Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
64113L202 (CUSIP Number) |
Alexander Chase Deitch 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA, 30338 404-996-2817 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 64113L202 |
| 1 |
Name of reporting person
Strategic EP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This constitutes an exit filing for the reporting person.
SCHEDULE 13D
|
| CUSIP No. | 64113L202 |
| 1 |
Name of reporting person
Alexander Chase Deitch | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
This constitutes an exit filing for the reporting person.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Netcapital Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1 Lincoln Street, Boston,
MASSACHUSETTS
, 02111. | |
Item 1 Comment:
This Amendment No. 2 to Statement on Schedule 13D ("Amendment No. 2") amends and supplements the Statement on Schedule 13D initially filed by the Reporting Persons (as defined below) with the U.S. Securities and Exchange Commission (the "SEC") on December 1, 2025, as amended by Amendment No. 1 to such Statement on Schedule 13D, filed by the Reporting Persons with the SEC on December 8, 2025 (collectively, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D and Amendment No. 1 thereto, all other provisions of which remain in effect. The purpose of this Amendment No. 2 is to update the Reporting Persons' beneficial ownership information in the Schedule 13D and Amendment No. 1 thereto and to indicate that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the shares of the outstanding Common Stock of the issuer. This Amendment No. 2 constitutes an exit filing for each of the Reporting Persons. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 2 is being filed by Strategic EP, LLC ("Strategic"), a Delaware limited liability company, and Alexander Chase Deitch, a United States citizen (collectively with Strategic, the "Reporting Persons" and each, a "Reporting Person"). | |
| (b) | The principal business address of each of the Reporting Persons is 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338. | |
| (c) | The principal business of Strategic is to finance transactions in the private and capital markets. The principal business of Mr. Deitch is to manage Strategic. | |
| (d) | During the last five years, neither of the Reporting Persons, nor any managing member or other member of any Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither of the Reporting Persons, nor any managing member or other member of any Reporting Person, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. | |
| (f) | See Item 2(a) above for the Reporting Person's place of organization and citizenship, as applicable. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
"Item 3. Source and Amount of Funds or Other Consideration" of the Schedule 13D is hereby amended and restated in its entirety as follows:
On November 20, 2025, Strategic purchased an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $0.6795 per share. On November 20, 2025, Strategic purchased an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $0.7093 per share. On November 20, 2025, Strategic purchased an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $0.6745 per share. On November 20, 2025, Strategic purchased an aggregate of 46,560 shares of Common Stock of the issuer in the open market at $0.7191 per share. On November 20, 2025, Strategic purchased an aggregate of 3,440 shares of Common Stock of the issuer in the open market at $0.69 per share. On November 21, 2025, Strategic purchased an aggregate of 35,000 shares of Common Stock of the issuer in the open market at $0.82 per share. On November 21, 2025, Strategic purchased an aggregate of 5,485 shares of Common Stock of the issuer in the open market at $0.8197 per share. On November 21, 2025, Strategic purchased an aggregate of 3,456 shares of Common Stock of the issuer in the open market at $0.697 per share. On November 25, 2025, Strategic purchased an aggregate of 20,000 shares of Common Stock of the issuer in the open market at $0.9778 per share. On November 28, 2025, Strategic purchased an aggregate of 20,000 shares of Common Stock of the issuer in the open market at $0.9663 per share. On December 2, 2025, Strategic purchased an aggregate of 30,000 shares of Common Stock of the issuer in the open market at $0.8898 per share. On December 2, 2025, Strategic purchased an aggregate of 15,005 shares of Common Stock of the issuer in the open market at $0.9695 per share. On December 2, 2025, Strategic purchased an aggregate of 9,610 shares of Common Stock of the issuer in the open market at $0.9996 per share. On December 2, 2025, Strategic purchased an aggregate of 139 shares of Common Stock of the issuer in the open market at $0.89 per share. The sources of each of the foregoing transactions were working capital of Strategic. On December 9, 2025, Strategic sold an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $1.05 per share. On December 9, 2025, Strategic sold an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $1.0471 per share. On December 9, 2025, Strategic sold an aggregate of 50,000 shares of Common Stock of the issuer in the open market at $1.03 per share. On December 9, 2025, Strategic sold an aggregate of 100,000 shares of Common Stock of the issuer in the open market at $1.0274 per share. On December 9, 2025, Strategic sold an aggregate of 88,695 shares of Common Stock of the issuer in the open market at $1.40 per share. | ||
| Item 4. | Purpose of Transaction | |
The information contained in rows (7), (8), (9), (10), (11) and (13) of the cover page of this Amendment No. 2 and the corresponding footnotes, and the information set forth in or incorporated by reference in Item 3 and Item 5 of this Amendment No. 2 is hereby incorporated by reference in its entirety into this Item 4.
Except as described above, the information contained in "Item 4. Purpose of Transaction" of the Schedule 13D is not being amended by this Amendment No. 2. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See the responses to rows 11 and 13 on the cover pages of this Amendment No. 2 for each of the Reporting Persons. | |
| (b) | See responses to rows 7, 8, 9 and 10 on the cover pages of this Amendment No. 2 for each of the Reporting Persons. | |
| (c) | Except as set forth in Item 3 of this Amendment No. 2, no Reporting Person has, to the best of each Reporting Person's knowledge, engaged in any transaction with respect to the shares of Common Stock of the issuer during the sixty days prior to the date of filing this Amendment No. 2. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. | |
| (e) | On December 9, 2025, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is not being amended by this Amendment No. 2. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information contained in "Item 7. Material to be filed as Exhibits" of the Schedule 13D is not being amended by this Amendment No. 2. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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