Intercont closes 15M-share offering at $1.30 a share

Investors have three months after closing to pay; if an investor does not pay in full, Intercont may forfeit that investor’s shares to the extent permitted by Cayman Islands law.

Available on EDGAR 10/30/2026 - 01:25 PM EDT Accepted by SEC EDGAR 10/30/2026 - 01:25 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Intercont (Cayman) Limited (NCT) closed a registered direct offering, issuing and selling 15,000,000 Class A ordinary shares at US$1.30 per share. The company expects to receive approximately US$19.5 million, assuming each investor pays the purchase price in full.

Investors promised to pay the price in full, without interest, on or before a payment date three months after closing. If an investor does not pay in full by that date, the company may forfeit the shares issued to that investor to the extent permitted by applicable Cayman Islands law. The shares were sold directly to investors without a placement agent or underwriter.

Filing Explained

Issuing the 15 million additional Class A shares increases the total share count and reduces existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Class A ordinary shares issued and sold: 15,000,000 shares Negotiated price: US$1.30 per share Expected proceeds: Approximately US$19.5 million +1 more

4 metrics

Class A ordinary shares issued and sold 15,000,000 shares Registered direct offering closed October 27, 2026

Negotiated price US$1.30 per share Price under the securities purchase agreements

Expected proceeds Approximately US$19.5 million Assuming each investor pays the purchase price in full

Payment period Three months Payment date following closing

Key Terms

registered direct offering, securities purchase agreement, prospectus supplement, par value

4 terms

registered direct offering regulatory

"closed a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreement regulatory

"entered into a securities purchase agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

prospectus supplement regulatory

"a prospectus supplement to the Registration Statement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

par value financial

"ordinary shares of the Company, par value $0.0625 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

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

How many shares did NCT issue in the offering?

Intercont (Cayman) Limited issued and sold 15,000,000 Class A ordinary shares directly to participating investors, without a placement agent or underwriter, when the offering closed October 27, 2026.

How much does NCT expect to receive from the offering?

Intercont expects to receive approximately US$19.5 million, assuming each investor pays the purchase price in full. The negotiated price was US$1.30 per share.

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

Form 6-K: How Foreign Companies Report to the SEC →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 October, 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 ☐

Registered Direct Offering

On October 27, 2026, Intercont (Cayman) Limited (the “Company”) closed a registered direct offering (the “Offering”) and issued and sold 15,000,000 Class A ordinary shares of the Company, par value $0.0625 per share (the “Shares”), directly to certain investors (each an “Investor” and collectively, the “Investors”) without a placement agent or underwriter. The Company expects to receive approximately US$19.5 million, assuming the purchase price is paid in full by each Investor.

The Shares were offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-298338) (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 14, 2026, and declared effective by the Commission on September 10, 2026, and a prospectus supplement to the Registration Statement filed with the Commission on October 23, 2026 (the “Prospectus Supplement”).

In connection with the Offering, on October 21, 2026, the Company entered into a securities purchase agreement (the “SPA”) with each Investor participating in the Offering at a negotiated price of US$1.30 per share. Pursuant to the SPA, the Company agreed to issue the Shares to the Investors in consideration of their unconditional promises to pay the purchase price in full, without interest, on or before the payment date, which was three months following closing. If any Investor fails to pay the purchase price in full by the payment date, the Company may forfeit the Class A Ordinary Shares issued to such Investor, to the extent permitted by applicable Cayman Islands law.

The SPA contained customary representations, warranties and covenants of the Company and the Investors. The representations, warranties and covenants in the SPA were made solely for the benefit of its parties and should not be relied upon by other investors. A copy of the form of the SPA is attached hereto as Exhibit 10.1. The foregoing summary of the terms of the SPA is subject to and qualified in its entirety by the SPA. A copy of the opinion of Ogier (Cayman) LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

This report is incorporated by reference into the Registration Statement and Prospectus Supplement, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit Number		Description
5.1		Opinion of Ogier (Cayman) LLP
10.1		Form of Securities Purchase Agreement
23.3		Consent of Ogier (Cayman) LLP (included in Exhibit 5.1)

2

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: October 30, 2026	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 81.8 KB

Other Documents

• EX-5.1 OPINION OF OGIER (CAYMAN) LLP 55.2 KB