Intercont Cayman OKs $650K CEO-linked share deal

Intercont (Cayman) Ltd replaces a prior related-party share subscription with a new Class B share deal raising US$650,000, approved by the audit committee.

Available on EDGAR 09/11/2026 - 05:00 PM EDT Accepted by SEC EDGAR 09/11/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Intercont (Cayman) Ltd (NCT) reports that it has terminated a previously announced Class B share subscription agreement with Beverly Holding Limited, an entity wholly owned and controlled by Chief Executive Officer Muchun Zhu, effective immediately.

The company simultaneously entered into a new subscription agreement on September 7, 2026 under which Beverly Holding Limited agreed to subscribe for 1,625,000 Class B ordinary shares at US$0.40 per share, for an aggregate subscription amount of US$650,000. The Audit Committee of the Board of Directors reviewed and approved this related-party issuance of Class B shares to the subscriber.

Filing Explained

The September 2026 Form 6-K records a replacement related-party subscription approved as a proposed issuance: the filing does not say the 1,625,000 Class B shares were issued, but completing it would increase the share count and reduce existing holders’ percentage ownership.

Key Figures

Class B ordinary shares to be subscribed: 1,625,000 shares Subscription price per Class B share: US$0.40 per share Aggregate subscription amount: US$650,000 +2 more

5 metrics

Class B ordinary shares to be subscribed 1,625,000 shares Aggregate number of Class B ordinary shares under the New Subscription Agreement

Subscription price per Class B share US$0.40 per share Price agreed in the New Subscription Agreement

Aggregate subscription amount US$650,000 Total consideration for the 1,625,000 Class B ordinary shares

New Subscription Agreement date September 7, 2026 Date Intercont (Cayman) Ltd entered into the New Subscription Agreement

Termination Agreement date September 10, 2026 Date the prior Subscription Agreement for Class B Shares was terminated

Key Terms

Subscription Agreement, Class B ordinary shares, Termination Agreement, Audit Committee

4 terms

Subscription Agreement financial

"entered into a Subscription Agreement for Class B Shares"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Class B ordinary shares financial

"subscribe for an aggregate of 1,625,000 Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Termination Agreement financial

"entered into a termination agreement with Subscriber (the “Termination Agreement”)"

A termination agreement is a written contract that formally ends a prior agreement between two or more parties and sets the terms for how obligations, payments, and rights are resolved when that relationship stops. It matters to investors because it can change a company’s future cash flows, liabilities, legal exposure and access to assets or services—like the paperwork you sign when you break a lease that also settles who pays what and who keeps what.

Audit Committee regulatory

"The Audit Committee of the Board of Directors of the Company reviewed and approved"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreements did Intercont (Cayman) Ltd (NCT) terminate in this 6-K?

Intercont (Cayman) Ltd terminated the previously disclosed Subscription Agreement for Class B Shares with Beverly Holding Limited. The parties signed a Termination Agreement on September 10, 2026, under which the earlier transaction was mutually ended effective immediately.

What is the size of the new share subscription disclosed by NCT?

Under the new subscription agreement, Beverly Holding Limited agreed to subscribe for 1,625,000 Class B ordinary shares of Intercont (Cayman) Ltd at a subscription price of US$0.40 per share, for a total subscription amount of US$650,000.

Who is the subscriber in Intercont (Cayman) Ltd’s new Class B share deal?

The subscriber is Beverly Holding Limited, a British Virgin Islands company that is wholly owned and controlled by Muchun Zhu, the Chief Executive Officer of Intercont (Cayman) Ltd. This makes the transaction a related-party subscription.

When was the new subscription agreement for NCT’s Class B shares signed?

Intercont (Cayman) Ltd entered into the new subscription agreement for Class B ordinary shares with Beverly Holding Limited on September 7, 2026. The agreement covers a subscription for 1,625,000 Class B ordinary shares at US$0.40 per share.

Did the board of Intercont (Cayman) Ltd review the related-party share issuance?

Yes. The filing states that the Audit Committee of the Board of Directors of Intercont (Cayman) Ltd reviewed and approved the proposed issuance of the Class B ordinary shares to Beverly Holding Limited under the new subscription agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 2026

Commission File Number: 001-42571

INTERCONT (CAYMAN) LIMITED 

39 Ocean Drive Singapore

(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 a Termination Agreement

As previously disclosed in Form 6-K, on June 4, 2026, Intercont (Cayman) Limited (the “Company”) entered into a Subscription Agreement for Class B Shares (the “Former Subscription Agreement”) with Beverly Holding Limited (the “Subscriber”), a British Virgin Islands company wholly owned and controlled by Ms. Muchun Zhu, the Company's Chief Executive Officer.

On September 10, 2026, the Company entered into a termination agreement with Subscriber (the “Termination Agreement”), pursuant to which, the parties mutually agreed to terminate the transaction as contemplated by the Former Subscription Agreement, effective immediately.

Entry into a New Subscription Agreement

On September 7, 2026, the Company entered into a new subscription agreement for Class B Shares (the “New Subscription Agreement”) with the Subscriber. Pursuant to the terms of the New Subscription Agreement, the Subscriber agreed to subscribe for an aggregate of 1,625,000 Class B ordinary shares of the Company at a subscription price of US$0.40 per share for an aggregate subscription amount of US$650,000. The Audit Committee of the Board of Directors of the Company reviewed and approved the proposed issuance of the Class B ordinary shares to the Subscriber.

Additional Information

The foregoing descriptions of the Termination Agreement and the New Subscription Agreement do not purport to be complete and are qualified in their entirety by reference to the complete texts of the Termination Agreement and the New Subscription Agreement, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Termination Agreement
10.2		Subscription Agreement for Class B Shares

1

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: September 11, 2026	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

2

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 TERMINATION AGREEMENT 27.2 KB
• EX-10.2 SUBSCRIPTION AGREEMENT FOR CLASS B SHARES 34.9 KB