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.
Intercont (Cayman) Limited (NCT) is offering up to 8,000,000 Units, each comprising one Class A Ordinary Share and one Warrant, at an assumed public offering price of $0.79 per Unit. The registration covers up to 16,000,000 Class A Ordinary Shares underlying the Warrants. Each Warrant has an initial exercise price of $0.869, is exercisable for six months from issuance, and also permits a zero exercise price option under which up to 16,000,000 Class A Ordinary Shares may be issued. The prospectus states the Unit price is at a significant discount to the recent market price of $2.87 per share and that the Company does not expect to receive proceeds from Warrant exercises because holders are expected to elect the zero exercise price option. The offering is on a best-efforts basis with no minimum closing amount; estimated gross proceeds at maximum subscription are $6,320,000 before fees, with placement agent commissions of 5% plus a 1% expense allowance.
Intercont (Cayman) Limited filed an amended Form F-1 to register a primary offering of up to 8,000,000 Units, each consisting of one Class A Ordinary Share and one Warrant, at an assumed initial public offering price of $0.79 per Unit. The registration also covers up to 16,000,000 Class A Ordinary Shares issuable upon exercise of the Warrants (including a zero exercise price option that would permit issuance of up to 16,000,000 shares).
The Warrants have an initial exercise price of $0.869 and include cash, cashless and a zero exercise price option; the company states it does not expect to receive proceeds from Warrant exercises. The filing notes the last reported Nasdaq sale price of the Class A Ordinary Shares was $3.40 on June 17, 2026. The offering is on a best-efforts basis with no minimum and a single closing expected around June 26, 2026. The prospectus discloses governance and jurisdictional risks, including a controlling shareholder position and HFCAA/PRC/Hong Kong regulatory considerations.
Intercont (Cayman) Limited is registering up to 8,000,000 Units, each consisting of one Class A Ordinary Share and one Warrant, and up to 16,000,000 Class A Ordinary Shares issuable upon exercise of those Warrants via a zero exercise price option. The preliminary prospectus lists an assumed initial public offering price of $0.79 per Unit and states the placement agent will market the offering on a best-efforts basis. Each Warrant has a stated exercise price of $0.869, but holders may elect a zero exercise price option that would permit issuance of up to two Class A Ordinary Shares per Warrant. The offering is described as a single‑closing best‑efforts offering with no minimum offering amount. The prospectus discloses that Beverly Holding Limited has agreed to subscribe for 650,000 Class B ordinary shares and that, assuming a full offering, Ms. Muchun Zhu would hold approximately 90.08% of the aggregate voting power, leaving the company as a controlled company.
Intercont (Cayman) Limited reported that its Class A and Class B shareholders approved several capital and governance changes at a Class A Meeting and an extraordinary general meeting. Shareholders authorized an increase in the company’s share capital to US$250,000,000, divided into 100,000,000,000 ordinary shares, split between 80,000,000,000 Class A and 20,000,000,000 Class B shares.
They also approved changing the voting rights of Class B ordinary shares from 30 votes to 100 votes per share on all matters at general meetings. In addition, shareholders conditionally adopted a third amended and restated memorandum and articles of association to reflect these changes and other clarifications.
Shareholders further authorized a reverse share split of Class A shares at a ratio between 1-for-2 and up to 1-for-1,000, to be implemented, if at all, at the directors’ discretion within five years, and approved measures to deal with fractional entitlements arising from the consolidation.
Intercont (Cayman) Limited entered into a Subscription Agreement under which Beverly Holding Limited, an entity wholly owned and controlled by CEO Muchun Zhu, agreed to subscribe for 650,000 Class B ordinary shares at US$3.00 per share, for a total of US$1,950,000. The Company’s Audit Committee reviewed and approved this related-party issuance.
Intercont also plans shareholder meetings to seek approval to increase authorised share capital to US$250,000,000 divided into 100,000,000,000 ordinary shares and to change Class B voting rights from 30 votes to 100 votes per share, alongside adopting third amended and restated articles of association.
Intercont (Cayman) Limited is asking shareholders to approve major changes to its share structure, voting rights and charter at a June 5, 2026 Class A meeting and extraordinary general meeting held in Nanjing and via Zoom.
Resolutions include increasing authorised share capital to US$250,000,000, divided into 100,000,000,000 ordinary shares of par value US$0.0025 (80,000,000,000 Class A and 20,000,000,000 Class B), raising Class B voting power from 30% votes per share to 100% votes per share, and adopting a third amended and restated memorandum and articles. The board also seeks authority for a reverse share split of Class A shares at a ratio between 1-for-2 and up to 1-for-1,000 within five years, and to manage fractional entitlements. The filing notes that if the voting-rights proposal is approved, CEO Muchun Zhu would hold more than 50% and up to 93.49% of aggregate voting power, while other shareholders’ voting power would be diluted.
Intercont (Cayman) Limited plans to hold a Class A shareholders’ meeting and an extraordinary general meeting on June 5, 2026 in Nanjing, China. The meetings will consider proposals to increase authorised share capital, change the voting rights of Class B Ordinary Shares, amend the charter, address a “Further Revised Reverse Proposal” and deal with fractional share entitlements. If shareholders approve these items, the changes to share capital and Class B voting rights will take effect immediately upon approval.
Intercont (Cayman) Limited terminated a prior financing arrangement with Streeterville Capital, LLC. On April 30, 2026, the company entered into a Payoff Acknowledgment and Termination Agreement with Streeterville Capital to end the Ordinary Share Purchase Agreement originally signed on September 4, 2025.
This step formally closes that ordinary share purchase facility under a material definitive agreement, meaning the company and Streeterville Capital are no longer bound by the earlier share purchase terms described in the terminated agreement.