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 June, 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 ☐
On June 5, 2026, at 9:00 a.m., Eastern Time (June 5, 2026 at 9 p.m. Beijing Time), Intercont (Cayman) Limited (the “Company”)
held a meeting of the holders of class A ordinary shares (the “Class A Ordinary Shares”) (the “Class A Meeting”)
at 12th Floor, Building 1, 16 Bailongjiang East Street, Jianye District, Nanjing City, Jiangsu Province, China. Immediately following
the Class A Meeting, the Company held an extraordinary general meeting of the shareholders of the Company (the “EGM”)
(together, the “Meetings”), at the same location.
Holders
of Class A Ordinary Shares as of the Record Date are entitled to one (1) vote for each Class A Ordinary Share for each of the proposals
and holders of Class B Ordinary Shares as of the Record Date are entitled to thirty (30) votes for each Class B Ordinary Share for
each of the proposals.
Class
A Meeting
Holders
of 702,356.90 Class A Ordinary Shares of the Company were present in person or by proxy at the Class A Meeting, representing
approximately 48.851% in nominal or par value amount of the issued Class A Ordinary Shares as of the Record Date, and therefore
constituting a quorum of one or more Shareholders holding or representing by proxy at least one-third of the issued and outstanding Class
A Ordinary Shares entitled to vote at the Class A Meeting. The matters voted on at the Class A Meeting were approved. The final
voting results for the matters submitted to a vote of shareholders at the Class A Meeting are as follows:
Proposal
One: Increase of Class B Ordinary Shares in the Authorised Share Capital Proposal
| |
|
For |
|
|
Against |
|
|
Abstain |
|
Proposal
1: To increase the Authorised Share Capital of the Company to US$250,000,000.00 divided into
100,000,000,000 Ordinary Shares of par value of US$0.0025 each, comprising of (A) 80,000,000,000
Class A Ordinary Shares; and (B) 20,000,000,000 Class B Ordinary Shares (the “Increase
of Share Capital”), by redesignation of:
(1)
the newly increased and unissued 79,960,206,598.04 Ordinary Shares be redesignated as Class A Ordinary Shares; and
(2)
the newly increased and unissued 19,999,793,401.96 Ordinary Shares be redesignated into Class B Ordinary Shares |
|
|
702,124.10 |
|
|
|
232.80 |
|
|
|
0 |
|
Proposal
Two: Change of Voting Rights of Class B Ordinary Shares Proposal
| |
|
For |
|
|
Against |
|
|
Abstain |
|
| Proposal
2: following the Increase of Share Capital, to change Class B Ordinary Share Voting Right from thirty votes per one Class B Ordinary
Share to one hundred votes per one Class B Ordinary Share on all matters subject to the votes at general meetings of the Company
(the “Change of Voting Right of Class B Ordinary Shares”). |
|
|
702,124.10 |
|
|
|
232.80 |
|
|
|
0 |
|
Extraordinary
General Meeting
Holders
of 705,163.80 Class A Ordinary Shares and holders of 206,598.04 Class B Ordinary Shares of the Company were present in person or by proxy
at the EGM, representing approximately 49.047% of the 1,437,740 outstanding Class A Ordinary Shares and 100% of the 206,598.04 outstanding
Class B Ordinary Shares as of the Record Date, and therefore constituting a quorum of at least one-third of all votes attached to all
outstanding voting shares in issue and entitled to vote at the EGM. All matters voted on at the EGM were approved.
The final voting results for the matters submitted to a vote of shareholders at the EGM are as follows:
Proposal
One: Increase of Share Capital Proposal
| |
|
For |
|
|
Against |
|
|
Abstain |
|
Proposal
1: to increase the authorized share capital of the Company (the “Authorised Share Capital”)
to US$250,000,000.00 divided into 100,000,000,000 ordinary shares of par value of US$0.0025
each (each an “Ordinary Share”), comprising (A) 80,000,000,000 Class A Ordinary
Shares of a par value of US$0.0025 each; and (B) 20,000,000,000 Class B Ordinary Shares of
a par value of US$0.0025 each (the “Increase of Share Capital”), by redesignation
of:
(1)
the newly increased and unissued 79,960,206,598.04 Ordinary Shares be redesignated as Class A Ordinary Shares; and
(2)
the newly increased and unissued 19,999,793,401.96 Ordinary Shares be redesignated into Class B Ordinary Shares. |
|
|
911,761.84 |
|
|
|
322.80 |
|
|
|
0 |
|
Proposal
Two: Change of Voting Rights of Class B Ordinary Shares Proposal
| |
|
For |
|
|
Against |
|
|
Abstain |
|
| Proposal
2: following the Increase of Share Capital, to change Class B Ordinary Share Voting Right from thirty (30) votes per one Class B
Ordinary Share to one hundred (100) votes per one Class B Ordinary Share on all matters subject to the votes at general meetings
of the Company (the “Change of Voting Right of Class B Ordinary Shares”). |
|
|
911,761.84 |
|
|
|
116.80 |
|
|
|
206 |
|
Proposal
Three: Charter Amendment Proposal
| |
|
For |
|
|
Against |
|
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Abstain |
|
| Proposal
3: subject to and conditional upon approval by the shareholders of Proposal No. 1 and Proposal No. 2 and all requisite class consents
being obtained, to adopt by the Company of the third amended and restated articles of association of the Company (the “AR M&A”)
in replacement of the second amended and restated memorandum and articles of association as adopted on January 26, 2026 (the “Existing
Articles”) to reflect the Increase of Share Capital, the Change of Voting Right of Class B Ordinary Shares and other clarification
changes. |
|
|
911,761.84 |
|
|
|
116.80 |
|
|
|
206 |
|
Proposal
Four: Consolidation of Shares Proposal
| |
|
For |
|
|
Against |
|
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Abstain |
|
| Proposal
4: Following the Increase of Share Capital, to effect a reverse share split to the Company’s authorised issued and unissued
Class A Ordinary Shares by way of a consolidation (the “Share Consolidation”) at an exchange ratio which no less than
one-for-two (1:2) and no greater than one-for-one thousand (1:1000) (the “Further Revised RS Ratio”) such that the number
of authorised issued and unissued Class A is decreased by the Further Revised RS Ratio and the par value of each authorised, issued
and outstanding Class A is increased by the Further Revised RS Ratio (together, the “Further Revised Reverse Share Split”),
with such Further Revised Reverse Share Split to be effected at such time and date, if at all, and at a precise Further Revised RS
Ratio up to a maximum of one-for-one thousand (1:1000), in each case, as determined by the Directors at their discretion within a
period of five years of obtaining the requisite shareholder approval for the Further Revised Reverse Share Split (the “Further
Revised Effective Time”). |
|
|
911,777.84 |
|
|
|
100.80 |
|
|
|
206 |
|
Proposal
Five: Fractional Entitlements Proposal
| |
|
For |
|
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Against |
|
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Abstain |
|
| Proposal
5: in respect of any fractional entitlements to the issued consolidated shares resulting from the Further Revised Reverse Share Split,
if so determined by the Directors in their sole discretion, the Directors be and are hereby authorised to settle as they consider
expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of
the foregoing capitalising all or any part of any amount for the time being standing to the credit of any reserve or fund of the
Company (including its share premium account and profit and loss account, to the extent as permitted by the applicable laws) whether
or not the same is available for distribution and applying such sum in paying up unissued Class A Ordinary Shares to be issued to
shareholders of the Company to round up any fractions of Class A Ordinary Shares issued to or registered in the name of such shareholders
of the Company following or as a result of the Share Consolidation. |
|
|
911,778.64 |
|
|
|
100.00 |
|
|
|
206 |
|
A
copy of the Third Amended and Restated Memorandum of Association is filed as Exhibit 3.1 to this report.
EXHIBIT
INDEX
| Exhibit
Number |
|
Description |
| 3.1 |
|
Third Amended and Restated Memorandum and Article of Association |
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:
June 8, 2026 |
Intercont
(Cayman) Limited |
| |
|
|
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By: |
/s/
Muchun Zhu |
| |
|
Muchun
Zhu |
| |
|
Chief
Executive Officer |
