Intercont (NCT) agrees up to $10M equity purchase facility with White Lion

Rhea-AI Filing Summary

Intercont (Cayman) Limited entered into an Ordinary Share Purchase Agreement with White Lion Capital LLC, giving the company the right, but not the obligation, to sell ordinary shares for an aggregate gross purchase price of up to $10,000,000, with a potential increase to $30,000,000 by mutual consent. Sales can be made through two types of purchase notices: Rapid Purchase Notices, where pricing is based on short-term traded prices and each draw is capped at $1,000,000 and 100% of average daily trading volume, and Jumbo Purchase Notices, where pricing is set at 97% of the lowest VWAP over a 3–10 business day period and each draw is capped at $4,000,000 and a multiple of average daily trading volume.

White Lion Capital’s ownership is limited to 4.99% of Intercont’s outstanding ordinary shares, which it may increase to 9.99% at its discretion. Intercont also signed a Registration Rights Agreement, committing to file, within 60 days of the execution date, a registration statement with the SEC to register the resale of the ordinary shares issued under this facility, and to update or add registration statements if the initial amount registered is not sufficient.

Insights

Equity capital markets analyst

Intercont sets up a flexible equity line of up to $30M.

Intercont (Cayman) Limited has arranged an Ordinary Share Purchase Agreement allowing it to sell ordinary shares to White Lion Capital over time, initially up to $10,000,000, with the option to increase the commitment to $30,000,000 by mutual consent. The structure gives the company discretion to issue shares through Rapid or Jumbo Purchase Notices, tying pricing to recent trading levels and volume-based caps.

The facility includes per-draw limits of $1,000,000 for Rapid and $4,000,000 for Jumbo notices and constrains daily share amounts to percentages of average daily trading volume. A Beneficial Ownership Limitation prevents White Lion Capital from exceeding 4.99% of outstanding ordinary shares, with an option to raise this ceiling to 9.99%, which may moderate concentration risk.

A separate Registration Rights Agreement requires Intercont to file a resale registration statement within 60 days of the August 20, 2025 execution date and to amend or add registrations if the initial amount is insufficient. This framework permits staged equity financing over an 18‑month period or until the commitment is fully used, with actual impact depending on how much of the facility Intercont elects to draw.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2025

Commission File Number: 001-42571

Intercont (Cayman) Limited

Room 1102, Lee Garden One,

33 Hysan Avenue,

Causeway Bay, Hong Kong
People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry into Material Definitive Agreements

On August 20, 2025 (the “Execution Date”), Intercont (Cayman) Limited (“We”, “Us” or the “Company”) entered into an Ordinary Share Purchase Agreement (the “Purchase Agreement”) with White Lion Capital LLC, a Nevada limited liability company (the “White Lion Capital”). Pursuant to the Purchase Agreement, White Lion Capital is committed to purchase our ordinary shares, par value US$0.0001 per share, with an aggregate gross purchase price of up to $10,000,000 (the “Commitment Amount”) from time to time during the period commencing on the Execution Date and ending on the earlier of (i) the date on which White Lion Capital shall have purchased an aggregate number of our ordinary shares equal to the Commitment Amount or (ii) the later of the 18 month anniversary of the Execution Date or the first closing. The Commitment Amount may be increased up to $30,000,000 upon the mutual written consent of White Lion Capital and us.

Under the Purchase Agreement, subject to certain exceptions, we have the right, but not the obligation, to require White Lion Capital by delivering a purchase notice (the “Purchase Notice”), from time to time, to purchase shares of our ordinary shares set forth in such a Purchase Notice. The Purchase Notice may be either a Rapid Purchase Notice or a Jumbo Purchase Notice.

A Purchase Notice shall be deemed delivered to White Lion Capital on the Business Day (i) such Purchase Notice is received by 9:00 a.m. New York time by email by White Lion Capital and (ii) the DWAC of the ordinary shares set forth in such Purchase Notice has been initiated and completed as confirmed by White Lion Capital’s designated brokerage account by 9:00 a.m. New York time. If the applicable Purchase Notice is received after 9:00 a.m. New York time or the DWAC of the applicable Purchase Notice Shares has not been completed as confirmed by White Lion Capital’s designated brokerage account by 9:00 a.m. New York time, then the next Business Day shall be the date of such Purchase Notice, unless waived by White Lion Capital in writing.

For a Rapid Purchase Notice, the purchase price per share (the “Rapid Purchase Price”) to be paid by White Lion Capital shall be, at our election, either (i) the average of the three lowest traded prices of the ordinary shares during the Rapid Valuation Period, or (ii) 97% of the traded price of our ordinary shares two hours following the written confirmation of the acceptance of the Rapid Purchase Notice by White Lion Capital. The Rapid Valuation Period is the same Business Day on which the applicable Rapid Purchase Notice is deemed to be delivered (the “Rapid Purchase Notice Date”). The Closing of a Rapid Purchase Notice shall occur one (1) Business Day following the Rapid Purchase Notice Date.

The committed obligation of White Lion Capital under a Rapid Purchase Notice shall not exceed $1,000,000 and the maximum amount of ordinary shares set forth in such Rapid Purchase Notice that White Lion Capital is required to purchase shall be 100% of the Average Daily Trading Volume, unless waived by White Lion Capital at its sole discretion.

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For a Jumbo Purchase Notice, the purchase price per share (the “Jumbo Purchase Price”) to be paid by White Lion Capital shall be ninety-seven percent (97%) multiplied by the lowest daily VWAP that occurs during the Jumbo Purchase Valuation Period. The Jumbo Purchase Valuation Period is the three (3) consecutive Business Days commencing on the date of the Jumbo Purchase Notice (the “Jumbo Purchase Notice Date”), provided however, that the Company may elect to extend such period from three (3) Business Days up to a maximum of ten (10) consecutive Business Days. The closing of a Jumbo Purchase Notice shall occur one (1) Business Day following the Jumbo Purchase Valuation Period.

The committed obligation of White Lion Capital under a Jumbo Purchase Notice shall not exceed $4,000,000 and the maximum amount of our ordinary shares set forth in such Jumbo Purchase Notice that White Lion Capital is required to purchase shall be the product of (a) the number of days in the applicable Jumbo Purchase Valuation Period multiplied by (b) the Average Daily Trading Volume, unless waived by White Lion Capital at its sole discretion.

In addition, the number of our ordinary shares on any Purchase Notice to be purchased by White Lion Capital shall not exceed the number of the ordinary shares that, when aggregated with all other ordinary shares then owned by White Lion Capital, would result in White Lion Capital owning more than 4.99% of the number of our ordinary shares outstanding immediately prior to the issuance of our ordinary shares issuable pursuant to such Purchase Notice. White Lion Capital may increase such limitation to up to 9.99% at its sole discretion.

In connection with the Purchase Agreement, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with White Lion Capital, pursuant to which, we agreed to, within sixty (60) days following the Execution Date, file with the Securities and Exchange Commission (the “SEC”) a registration statement registering the resale of the maximum number of our ordinary shares underlying the Purchase Agreement, as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such ordinary shares by White Lion Capital. If the amount of shares initially registered is insufficient, the Company shall amend the registration statement or file a new registration statement, so as to cover all ordinary shares acquired by White Lion Capital pursuant to the Purchase Agreement as soon as practicable, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations thereunder.

The foregoing summary description of each of the Purchase Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement, and Registration Rights Agreement, which are filed as Exhibit 99.1 and 99.2 respectively to this Current Report on Form 6-K, and each is hereby incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement, and Registration Rights Agreement.

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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, thereunto duly authorized.

Date: August 26, 2025	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Ordinary Share Purchase Agreement between Intercont (Cayman) Limited and White Lion Capital LLC, dated August 20, 2025.
99.2		Registration Rights Agreement between Intercont (Cayman) Limited and White Lion Capital LLC, dated August 20, 2025.

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FAQ

What did Intercont (NCT) announce in this Form 6-K?

Intercont (Cayman) Limited disclosed that it entered into an Ordinary Share Purchase Agreement with White Lion Capital LLC, giving it the right to sell ordinary shares for an aggregate gross purchase price of up to $10,000,000, potentially rising to $30,000,000 by mutual consent.

How does the Intercont (NCT) equity purchase agreement with White Lion Capital work?

Intercont can issue Purchase Notices requiring White Lion Capital to buy ordinary shares. Rapid Purchase Notices use short-term traded prices with a $1,000,000 cap and a limit of 100% of average daily trading volume, while Jumbo Purchase Notices use 97% of the lowest VWAP over a 3–10 day period with a $4,000,000 cap and a volume-based limit.

What are the ownership limits for White Lion Capital under the Intercont (NCT) agreement?

The agreement limits White Lion Capital’s holdings to no more than 4.99% of Intercont’s outstanding ordinary shares immediately before each issuance, with an option for White Lion Capital to increase this limit to up to 9.99% at its sole discretion.

Over what period can Intercont (NCT) use the $10,000,000 share purchase facility?

The facility runs from the August 20, 2025 execution date until the earlier of White Lion Capital purchasing ordinary shares equal to the $10,000,000 commitment amount or the later of the 18‑month anniversary of that date or the first closing.

What registration obligations does Intercont (NCT) have under the Registration Rights Agreement?

Intercont agreed to file a registration statement with the SEC within 60 days of the execution date to register the resale of the maximum number of ordinary shares allowed under SEC rules, and to amend or file a new registration statement if the initially registered amount is insufficient to cover all shares acquired by White Lion Capital.

How are Rapid and Jumbo Purchase Prices determined for Intercont (NCT) shares?

For Rapid Purchase Notices, Intercont can choose between the average of the three lowest traded prices on the Rapid Valuation Period or 97% of the traded price two hours after acceptance. For Jumbo Purchase Notices, the price is 97% of the lowest daily VWAP during the 3–10 business day Jumbo Purchase Valuation Period.