Intercont (NCT) files agreements with Streeterville Capital, Sept 4 docs

Intercont (Cayman) Limited filed a Form 6-K disclosing executed transaction documents with Streeterville Capital, LLC.

Rhea-AI Filing Summary

Intercont (Cayman) Limited filed a Form 6-K disclosing executed transaction documents with Streeterville Capital, LLC. The report is signed by Muchun Zhu, Chief Executive Officer, and references three exhibits dated September 4, 2025: a Securities Purchase Agreement, a Pre-Paid Purchase #1, and a Registration Rights Agreement. The filing is dated September 19, 2025 and indicates the company has contracted to issue securities and agreed to registration rights tied to that issuance.

Positive

• Executed transaction documents (Securities Purchase Agreement, Pre-Paid Purchase #1, Registration Rights Agreement) dated September 4, 2025
• Registration Rights Agreement included, which commits the company to registration efforts enabling resale by the purchaser

Negative

• None.

Insights

Corporate Finance Analyst

Intercont disclosed executed financing documents with Streeterville Capital.

The filing attaches a Securities Purchase Agreement, a Pre-Paid Purchase #1, and a Registration Rights Agreement, all dated September 4, 2025. These documents together typically document the sale of securities, a prepaid funding arrangement, and commitments to register issued securities for resale.

This matters because the agreements are concrete actions that change the company’s capital structure and investor rights; the attached Registration Rights Agreement formalizes the buyer’s ability to resell securities once registered.

Securities Counsel (Transaction Focus)

Formal legal agreements and registration rights are now on record.

The filing shows the company and Streeterville Capital, LLC executed transaction documents and recorded them as exhibits, which places contractual obligations and potential registration timing on the corporate record.

For investors, the presence of a Registration Rights Agreement signals that Intercont has agreed to pursue SEC registration steps to enable resale; the filing does not disclose filing timelines, amounts, or pricing.

FAQ

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

What did Intercont (NCT) disclose in the Form 6-K?

The Form 6-K discloses executed agreements with Streeterville Capital, LLC: a Securities Purchase Agreement, a Pre-Paid Purchase #1, and a Registration Rights Agreement, all dated September 4, 2025.

Who signed the 6-K for Intercont (NCT)?

The report is signed by Muchun Zhu, the company’s Chief Executive Officer, with the filing dated September 19, 2025.

Does the filing state the amount or price of the securities sold to Streeterville Capital?

No. The Form 6-K lists the transaction documents as exhibits but does not disclose any amounts or pricing in the text provided.

Is there a timeline for registration of the securities in the filing?

No. The filing includes a Registration Rights Agreement as an exhibit but does not disclose specific registration dates or milestones in the disclosed text.

Are the full agreements available with the filing?

Yes. The filing lists Exhibits 99.1, 99.2, and 99.3 which correspond to the full transaction documents dated September 4, 2025.

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

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Accepted by SEC EDGAR 09/19/2025 - 04:30 PM Learn about SEC filing dates

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, 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 September 4, 2025, (the “Execution Date”), Intercont (Cayman) Limited (“We”, “Us” or the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) and a Registration Rights Agreement (the “RRA,” and together with the Purchase Agreement and all related schedules and exhibits, including the Pre-Paid Purchase (as defined below), collectively, the “Pre-Paid Transaction Agreements”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).

Pursuant to the Purchase Agreement, the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, (i) securities in the form of one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $10,000,000 (the “Commitment Amount”), for the purchase of ordinary shares, par value $0.0001 per share, of Company (the “Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase; (ii) 85,470 Ordinary Shares as a commitment fee for the Pre-Paid Purchase facility set forth in the Purchase Agreement (the “Commitment Shares”); and (iii) 2,555,000 Ordinary Shares to be used as pre-delivery shares (the “Pre-Delivery Shares”) on September 9, 2025 (the “Closing Date”).

The Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of $2,175,000, before deducting an original issue discount (the “OID”) of $160,000 and a transaction expense amount of $15,000 (the “Initial Pre-Paid Purchase”). The OID for each subsequent Pre-Paid Purchase after the Initial Pre-Paid Purchase will be eight percent (8%) of the amount set forth in the applicable Request (as defined in the Purchase Agreement) and each subsequent Pre-Paid Purchase will accrue interest at the rate of six percent (6%) per annum. In addition, Investor also paid $255.50 to Company for the Pre-Delivery Shares.

The initial Pre-Paid Purchase may be settled, at the Investor’s discretion, in Ordinary Shares valued at 82.5% of the lowest daily volume-weighted average price (VWAP) during the ten (10) trading days prior to each Purchase Notice Date (as defined in the Purchase Agreement). The Company may not issue shares that would cause the Investor to beneficially own more than 9.99% of the Company’s outstanding Ordinary Shares at any time.

The Purchase Agreement provides that Company may, at its sole and absolute discretion, at any time and from time to time during the commitment period, request a Pre-Paid Purchase in an amount less than the Maximum Purchase Amount and greater than the Minimum Purchase Amount from Investor by providing a written notice of such request to Investor (each, a “Request”). “Maximum Purchase Amount” means $2,000,000.00 less the Pre-Paid Purchase outstanding balance and “Minimum Purchase Amount” means $250,000.00.

The Purchase Agreement and the RRA also stipulate that the Company will file a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”) within forty-five (45) days from the Closing Date, which will cover the lesser of 40,000,000 Ordinary Shares or the maximum number of shares permitted by the SEC for the Commitment Shares, Pre-Delivery Shares, and Purchase Shares.

The Purchase Agreement contains customary representations, warranties, covenants, and closing conditions. The Pre-Paid Purchases are unsecured, and the Investor has the right, but not the obligation, to purchase additional Ordinary Shares under the terms set forth in the Purchase Agreement.

The foregoing description of the Pre-Paid Transaction Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Initial Pre-Paid Purchase and the RRA, which are filed as Exhibits 99.1, 99.2 and 99.3 respectively to this Current Report on Form 6-K, and each is hereby incorporated herein by reference.

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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: September 19, 2025	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Securities Purchase Agreement between Intercont (Cayman) Limited and Streeterville Capital, LLC dated September 4, 2025
99.2		Pre-Paid Purchase #1 dated September 4, 2025
99.3		Registration Rights Agreement between Intercont (Cayman) Limited and Streeterville Capital, LLC dated September 4, 2025

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