Intercont (NCT) raises $6.32M in best-efforts unit offering with 6-month warrants

Rhea-AI Filing Summary

Intercont (Cayman) Limited has completed a best-efforts public offering of 8,000,000 units, each consisting of one Class A ordinary share and one warrant, at $0.79 per unit, for gross proceeds of about $6.32 million before fees and expenses.

Each warrant carries an exercise price of $0.869 per Class A ordinary share, is exercisable immediately, and expires six months from issuance. Prime Number Capital, LLC will receive a 5% cash fee, a 1% expense allowance, and up to $100,000 for additional costs. Company officers, directors, and certain shareholders agreed to 180-day lock-ups, and the net proceeds are intended for business expansion, working capital, and other general corporate purposes.

Insights

Capital markets analyst

Intercont raises $6.32M via short-dated unit offering with warrants.

Intercont (Cayman) Limited completed a best-efforts public unit offering, issuing 8,000,000 units at $0.79 each for gross proceeds of about $6.32 million. Each unit includes one share and a six-month warrant with a $0.869 exercise price.

The structure combines immediate equity issuance with near-term warrant optionality, which can add more shares if exercised. Placement economics include a 5% cash fee and 1% expense allowance plus up to $100,000 of additional costs, modestly reducing net proceeds.

A 180-day lock-up on officers, directors, and certain shareholders limits additional share sales over that period. Actual impact on ownership and dilution depends on total shares outstanding and the extent of warrant exercises, which will emerge in subsequent company disclosures.

Key Figures

Offering size: $6.32 million gross proceeds Units issued: 8,000,000 units Unit price: $0.79 per unit +5 more

8 metrics

Offering size $6.32 million gross proceeds Best-efforts public offering of units

Units issued 8,000,000 units Each unit has one share and one warrant

Unit price $0.79 per unit Public offering price

Warrant exercise price $0.869 per share Exercise price for Class A ordinary share

Warrant term 6 months From date of issuance

Placement fee 5.0% of gross proceeds Cash fee to placement agent

Expense allowance 1.0% of gross proceeds Non-accountable allowance to placement agent

Additional expenses cap $100,000 Reimbursement cap for legal and out-of-pocket costs

Key Terms

best-efforts public offering, warrant, Placement Agency Agreement, lock-up agreement, +2 more

6 terms

best-efforts public offering financial

"announced that it has priced a best-efforts public offering with gross proceeds"

A best-efforts public offering is when an investment bank or broker agrees to act as a salesperson for a company’s new stock or bond sale but does not promise to buy any unsold shares. Think of it like a consignment sale: the seller provides the goods and the agent tries to find buyers, and the final amount raised depends on demand. For investors this signals that market interest and pricing are uncertain and the company may raise less capital than planned.

warrant financial

"one Class A ordinary share of the Company ... and one warrant to purchase one Class A Ordinary Share"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Placement Agency Agreement financial

"entered into a placement agency agreement (the “Placement Agency Agreement”) with Prime Number Capital, LLC"

lock-up agreement financial

"each of Company’s officers, directors and certain existing shareholders ... shall deliver ... a lock-up agreement"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

registration statement on Form F-1 regulatory

"pursuant to a registration statement on Form F-1 (File No. 333-296585)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

forward-looking statements regulatory

"This press release contains statements of a forward-looking nature. Forward-looking statements include statements concerning plans, objectives"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Available on EDGAR 07/09/2026 - 04:30 PM Accepted by SEC EDGAR 07/09/2026 - 04:30 PM Learn about SEC filing dates

FAQ

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

Intercont announced pricing and closing of a best-efforts public offering of 8,000,000 units, raising about $6.32 million in gross proceeds, with each unit containing one Class A ordinary share and one warrant.

How large is Intercont (NCT)’s new public offering?

The offering totals 8,000,000 units at a public price of $0.79 per unit, providing approximately $6.32 million in gross proceeds to the company before fees and expenses are deducted.

What are the key terms of the warrants in Intercont (NCT)’s offering?

Each unit includes one warrant to purchase one Class A ordinary share at an exercise price of $0.869 per share. The warrants are exercisable immediately upon issuance and expire six months from the issuance date.

How will Intercont (NCT) use the proceeds from this offering?

Intercont plans to use the net proceeds from the offering for business expansion, general working capital needs, and other general corporate purposes, supporting its global shipping operations and planned seaborne pulping initiatives.

What fees is Intercont (NCT) paying to the placement agent?

Prime Number Capital, LLC will receive a 5% cash fee on gross proceeds, a 1% non-accountable expense allowance, and reimbursement of legal and out-of-pocket costs up to $100,000 under the placement agency agreement.

Are Intercont (NCT) insiders restricted from selling shares after this offering?

Yes. Officers, directors, and certain shareholders agreed to 180-day lock-ups, generally restricting sales, pledges, or transfers of Class A ordinary shares or similar securities without the placement agent’s prior consent.

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 July, 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 ☐

Pricing and Closing of Best Efforts Offering

On July 6, 2026, Intercont (Cayman) Limited (the “Company”) priced a best effort public offering for the sale of units as described below for aggregate gross proceeds to the Company of approximately $6.32 million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding the exercise of any warrant offered. The offering is comprised of 8,000,000 units (each a “Unit”), consisting of one Class A ordinary share of the Company, par value $0.0025 per share (the “Class A Ordinary Shares”) and one warrant to purchase one Class A Ordinary Share (each a “Warrant”). The public offering price of the Units is $0.79 per Unit. Each of the Warrants will have an exercise price of $0.869 per Class A Ordinary Share and will be exercisable beginning on the date of the issuance and expire six months from the date of issuance. 

The securities in the offering are being offered pursuant to a securities purchase agreement with certain investors (the “Securities Purchase Agreement”) and the Company’s registration statement on Form F-1 (File No. 333-296585), as amended, which was initially filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2026 and declared effective by the SEC on July 6, 2026.

On July 6, 2026, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Prime Number Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent acted as sole placement agent for the offering and would receive at the closing of the offering a cash fee equal to five percent (5.0%) of the gross proceeds in the offering, a non-accountable expenses allowance of one percent (1.0%) of the gross proceeds of the offering and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $100,000.

Pursuant to the Securities Purchase Agreement and the Placement Agency Agreement, each of Company’s officers, directors and certain existing shareholders of the Company’s share capital shall deliver to the Placement Agent an executed lock-up agreement. Under these agreements, these parties have agreed, subject to specified exceptions, not to offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of any Class A Ordinary Shares or any securities convertible into or exercisable or exchangeable for Class A Ordinary Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, the economic consequences of ownership of such securities, during the period commencing on the closing date of the offering and ending 180 days thereafter, without the prior consent of the Placement Agent.

The offering was closed on July 8, 2026. The Company intends to use the net proceeds from the offering for general working capital purposes and other general corporate purposes.

The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification.

1

EXHIBIT INDEX

Exhibit Number		Description
4.1		Form of Warrant
10.1		Form of Security Purchase Agreement
10.2		Placement Agency Agreement, dated July 6, 2026
99.1		Press Release

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: July 9, 2026	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

3

Exhibit 99.1

Intercont (Cayman) Limited Announces Pricing of $6.32 Million Public Offering

SINGAPORE, July 07, 2026 (GLOBE NEWSWIRE) -- Intercont (Cayman) Limited (“Intercont” or the “Company”), a global shipping enterprise with plans for seaborne pulping operations, today announced that it has priced a best-efforts public offering with gross proceeds to the Company expected to be approximately $6.32 million, before deducting placement agent fees and other estimated expenses payable by the Company, excluding any proceeds that may be received upon the exercise of the Warrants.

The offering is comprised of 8,000,000 units (each a “Unit”), consisting of one Class A ordinary share of the Company, par value $0.0025 per share (the “Class A Ordinary Shares”) and one warrant to purchase one Class A Ordinary Share (each a “Warrant”). The public offering price of the Units is $0.79 per Unit. Each of the Warrants will have an exercise price of $0.869 per Class A Ordinary Share and will be exercisable beginning on the date of the issuance and expire six months from the date of issuance. 

The offering is expected to close on or about July 8, 2026, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering for business expansion, general working capital purposes and other general corporate purposes.

Prime Number Capital, LLC is acting as sole placement agent for the offering.

The securities described above are being offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-296585) previously filed and declared effective by the Securities and Exchange Commission (the “SEC”) on July 6, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a written preliminary prospectus and final prospectus that will form a part of the registration statement. Copies of the final prospectus relating to the offering may be obtained from Prime Number Capital, LLC by standard mail to 27 F, 12E 49th Street, New York, NY 10017, or by email at info@pncps.com, or by telephone at (347) 329-1575. In addition, a copy of the prospectus relating to the offering may be obtained via the SEC’s website at www.sec.gov. 

About Intercont (Cayman) Limited

Intercont (Cayman) Limited is a global shipping enterprise with plans for seaborne pulping operations. Under a visionary management team, Intercont is dedicated to providing customers with efficient and environmentally friendly transportation solutions through innovative business models and technology. For more information, please visit: https://www.intercontcayman.com.

Forward-Looking Statement

This press release contains statements of a forward-looking nature. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Contact information:

investorrelations@intercontcayman.com

+65 88182399

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 PRESS RELEASE 9.6 KB

Agreements & Contracts

• EX-10.1 FORM OF SECURITY PURCHASE AGREEMENT 188.5 KB
• EX-10.2 PLACEMENT AGENCY AGREEMENT, DATED JULY 6, 2026 135.2 KB

Other Documents

• EX-4.1 FORM OF WARRANT 129.4 KB