When Netcapital launched in 2016, the goal was simple enough: give private companies a compliant, retail-accessible way to raise capital. Fast forward to today, and the company wants to do much more than that—it wants to help redefine how private securities are created, traded, and managed through tokenization.

This week, Netcapital Inc. (Nasdaq: NCPL) revealed plans to expand its ecosystem to support compliant, blockchain-based digital assets, including security tokens and tokenized real-world assets (RWAs) like real estate. If that sounds like the buzzword salad of 2018, it isn’t. Tokenization is finally having its institutional moment, and Netcapital is stepping in just as private markets begin embracing modern rails.

The move positions Netcapital to join a growing list of regulated players bringing blockchain into the traditional capital stack—far from the “crypto casino” narrative and closer to the future of compliant, programmable securities.

Why Now? Because Tokenization Is No Longer Experimental

Tokenizing assets isn’t a hypothetical industry daydream anymore. BlackRock talks about it. JPMorgan runs pilots. Franklin Templeton has live tokenized funds. And real estate tokenization—long touted as the killer use-case—has finally hit the radar of private-market platforms, family offices, and private equity funds.

Netcapital sees the same momentum. As CEO Martin Kay put it, the opportunity isn’t about trend-chasing: it’s about “enhancing global access, transparency, and efficiency in private capital markets.”

And there’s plenty to improve. Private-market securities today are illiquid, operationally clunky, and locked inside outdated infrastructure—precisely the type of problem tokenization is designed to solve.

Netcapital’s expansion signals that compliant digital securities may finally be scaling beyond niche platforms and into mainstream private investing.

A Platform Reinvention Built on Three Pillars

To make this shift possible, Netcapital isn’t building everything from scratch. Instead, it’s integrating three specialized engines—each addressing a different part of the private-market workflow:

1. Netcapital’s Own Primary-Market Access

Netcapital’s SEC-registered funding portal has helped 300+ companies raise capital under Reg CF. And with Netcapital Securities Inc. now approved as a FINRA-member broker-dealer, the company can support:

• Reg A+ mini-IPOs
• Reg D private placements
• Reg CF crowdfunding
  This gives Netcapital a steady pipeline of issuers and investors ready for next-generation offerings.

2. Horizon Globex’s Blockchain Smart Contract Stack

Netcapital signed a software-licensing deal with Horizon Globex, best known for powering the Upstream blockchain marketplace. Under the agreement, Horizon is building:

• A blockchain-based digital asset platform
• A Netcapital-branded mobile app
  This adds the tokenization engine—smart contracts, compliant wallet infrastructure, and digital-book entry mechanics.

3. Silicon Prairie Holdings’ Regulatory Infrastructure

Here’s where the liquidity puzzle gets solved.
Silicon Prairie Holdings Inc. (SPHI) provides:

• A registered broker-dealer (SPCP)
• An SEC-registered ATS (Alternative Trading System) enabling secondary trading of exempt securities
• Silicon Prairie Registrar & Transfer (SPRT), an SEC-registered transfer agent

This lets Netcapital enable compliant secondary markets for security tokens, RWAs, and private-company shares—something the industry has wanted for years but rarely delivered at scale.

Why It Matters: Private Markets Are Outgrowing Yesterday’s Infrastructure

Private markets have exploded. More companies stay private longer. More investors—from retail to institutional—want in. But infrastructure hasn’t kept up.

Here’s the reality:

• Private shares rarely trade.
• Cap tables are messy and fragmented.
• Recordkeeping is largely manual.
• Transfers are slow and compliance-heavy.
• Investors face multi-year lockups with no exit path.

Tokenization doesn’t magically solve these problems, but it brings programmable compliance, faster settlement, transparent audit trails, fractionalization, and automated investor rights—features traditional systems can’t touch.

If Netcapital executes, it could offer a rare combination:
capital formation + tokenization + compliant secondary trading + mobile accessibility
all in one ecosystem.

That puts the company into a competitive ring with players like Securitize, tZERO, and INX—but with a broader regulatory posture and an existing pipeline of companies.

A Future Where Compliance Lives in Code

Netcapital’s strategy isn’t about crypto; it’s about compliance. While the blockchain buzz often hinges on decentralization or censorship resistance, the real value in private markets is automated governance.

Through Horizon’s smart-contract stack and SPHI’s ATS, Netcapital aims to enable:

• Transfer restrictions baked into tokens
• Automated investor accreditation checks
• Reg CF/Reg A+/Reg D rule enforcement at the contract level
• Audit-ready, immutable cap table history
• Faster, compliant secondary trades

It’s a quiet but powerful shift:
rules enforced by code instead of middlemen.

This matters for issuers who want clean, efficient compliance—and for regulators who want transparency without manually chasing paperwork.

Real-World Assets: The Sleeping Giant of Tokenization

The real prize in Netcapital’s expansion isn’t crowdfunding—it’s RWAs, particularly real estate. RWAs have become one of the fastest-growing tokenization categories because of three structural advantages:

1. Hard assets are easier for regulators to understand and approve.
2. Property fractionalization appeals to both issuers and retail investors.
3. Token-based liquidity solves one of real estate’s biggest pain points.

Netcapital’s platform could let real estate developers:

• Conduct Reg A+ tokenized offerings
• Sell compliant fractionalized digital shares
• Enable ATS-based secondary trading
• Use automated cap-table and KYC/AML management
• Provide investors with mobile-first access to holdings

That combination is rare—and increasingly valuable in a market hungry for alternatives to traditional REITs and private-placement paperwork.

From Crowdfunding to Compliance-First Tokenization

Netcapital built its brand by democratizing early-stage fundraising. But its next chapter positions it as a regulated Web3 capital-markets gateway, not a crowdfunding shop.

This evolution puts it into a category many fintech platforms aspire to reach but seldom achieve:
a fully licensed, compliance-driven tokenization ecosystem connecting issuers, investors, and secondary markets.

The irony? While most of the hype around blockchain centers on decentralized finance, the most promising adoption is happening in the most regulated corners of capital markets.

Netcapital appears to have read that trend early.

Competing in a Crowded (But Still Nascent) Market

Netcapital enters a competitive space, but one where no company has yet achieved mainstream dominance. Competitors include:

• Securitize (largest institutional presence; BlackRock partnership)
• tZERO (pioneer ATS; limited recent momentum)
• INX (SEC-registered ATS; niche audience)
• Republic (crowdfunding → tokenization pivot, early stage)
• Upstream (blockchain exchange; globally oriented)

Netcapital’s differentiators:

• Existing crowdfunding success
• FINRA-member broker-dealer
• SEC-registered portal
• Access to an ATS and transfer agent
• New blockchain and mobile infrastructure
• Strong issuer pipeline

It’s one of the few platforms that can claim end-to-end regulatory coverage—a major barrier to entry for would-be competitors still wrestling with licensing.

The Real Question: Can Tokenized Secondary Markets Finally Scale?

The biggest hurdle for tokenized securities has never been technology—it’s been volume. Secondary markets for digital securities often suffer from low liquidity, sparse order books, and cautious issuers.

Netcapital’s multistage pipeline (Reg CF → Reg A+/D → ATS trading) could solve that by building a naturally flowing set of issuers and investors into a tokenized marketplace.

If successful, Netcapital could become one of the first platforms to create:
a compliant, vertically integrated private-market ecosystem that actually trades.

If unsuccessful, it risks becoming yet another promising tokenization platform that was early, right, and underused.

The Bottom Line

Netcapital’s expansion into tokenized securities isn’t a side project—it’s a strategic bet on where private markets are heading. By combining its regulated infrastructure with Horizon’s blockchain stack and SPHI’s trading and transfer capabilities, the company is aiming to build something the industry has long needed:

a compliant, modern, end-to-end marketplace for raising, issuing, managing, and trading tokenized private assets.

Tokenization’s “inevitable future” has been predicted for years. Netcapital is betting that 2025 is the year it finally becomes real.