Intercont (Cayman) Ltd美股招股说明书(2025-03-28版)

1,500,000Ordinary Shares Thisis an initial public offering of 1,500,000 ordinary shares,by Intercont(Cayman)Limited(“Intercont”),par value US$0.0001 per share(the“OrdinaryShares”).The initial public offering price of the Ordinary Shares is US$7.00 pershare. Priorto this offering,there has been no public market for Intercont’s OrdinaryShares.We have received the approval letter from the Nasdaq Capital Market(“Nasdaq”) to list Intercont’s Ordinary Shares on Nasdaq under the symbol “NCT.” Immediatelyprior to the completion of this offering,Intercont’s issued andoutstandingsharecapitalconsistsof25,000,001OrdinaryShares.EachofIntercont’sOrdinary Shares is entitled to one vote per share.See“Description ofShare Capital” commencingon page 104.Intercont has registered its Ordinary Sharesunder the Securities ExchangeAct of 1934, as amended. Intercontis an“emerging growth company”under applicable U.S.federalsecuritieslaws,and,as such are eligible for certain reduced publiccompanyreportingrequirements.Seethesectiontitled“ProspectusSummary—ImplicationsofBeinganEmergingGrowthCompany”foradditionalinformation. Intercont is a Cayman Islands holding company with no substantive operations. As usedinthis prospectus,“we,” “us,” the“Group,” “our company,” and“our,” refertoIntercont(Cayman)Limited,together as a group with its subsidiaries.Intercontcarriesout its business primarily through its subsidiaries located in Asia.Investors in Intercont’s Ordinary Shares should be aware that they will not directlyholdequity interests in the operating subsidiaries,but will solely hold equityinterestsin Intercont,the Cayman holding company.This structure involves uniquerisksto the investors.If the structure changes or becomes disallowed by regulatoryauthorities,Intercont’s operations could be materially and adversely affected,causing significant decline in the price of Intercont’s Ordinary Shares or renderingthemworthless.For further information,see“Risk Factors—Risks Related to OurCorporate Structure” commencing on page 27. Asof the date of this prospectus,Intercont has one(1)direct subsidiary inSingapore,i.e.Singapore Openwindow Technology Pte.Ltd.(“Openwindow”or the“SingaporeSubsidiary”),one(1)direct subsidiary in the British Virgin Islands,i.e. Fortune Ocean Holdings Limited (“Fortune Ocean” or the “BVI Subsidiary”), andfive(5)indirect subsidiaries 100%owned by Fortune Ocean in HongKong,includingTopWisdom Shipping Management Co.,Limited(德 威 船 务 管 理 有 限 公 司),a HongKongcompanyformed on February 1,2013(“Top Wisdom”),Top Creation International(HK)Limited(创 宝国 际 （⾹港 ） 有 限 公 司),a HongKongcompany formed on July29,2011(“TopCreation”),Top Moral Shipping Limited(德 润 船 务 有 限 公 司),a HongKongcompany formed on December12, 2013 (“Top Moral”), Top Legend Shipping Co., Limited(德祥航运有限公司), a Hong Kong company formed on March 6, 2013 (“Top Legend”), andMaxBright Marine Service Co.,Limited(耀光海事公估有限公司),a Hong Kong companyformed on April2, 2014 (“Max Bright,” and together with Top Wisdom, Top Creation,TopMoral,and Top Legend,the“Shipping Subsidiaries”or the“HongKongSubsidiaries”). Weare subject to certain legal and operational risks associated with our Hong KongSubsidiaries,including changes in demand,economic and political developments andregulatorychanges in Hong Kong,which will have a significant effect on ourbusiness,results of operations and financial condition.HongKongis a specialadministrativeregion of the People’s Republic of China(“PRC”)and the basicpoliciesof the PRC regarding HongKongare reflected in the Basic Law of theHongKongSpecial Administrative Region of the People’s Republic of China(the“BasicLaw”),namely,HongKong’sconstitutionaldocument,whichprovidesHongKong with a high degree of autonomy and executive,legislative and independentjudicial powers, including that of final adjudication under the principle of Table of Contents “one country, two systems”. Accordingly, we believe the laws and regulations of thePRC do not currently have any material impact on our business, financial condition orresultsof operations.However,there is no assurance that there will not be anychanges in the economic, political and legal environment in HongKong in the future.Allof the legal and operational risks associated in operating in the PRC also applytothe operations of our Hong Kong Subsidiaries,and we face the risks anduncertaintiesassociated with the complex and evolving PRC laws and regulations,astowhether and how the recent and future PRC government statements and regulatorydevelopments(such as those relating to data security or anti-monopoly)would beapplicable to our Hong Kong Subsidiaries and us, and as to the possibilities that thePRCgovernment may exercise significant oversight over the conduct of business inHongKong.If there is any significant change to current political arrangementsbetweenPRC and HongKongor the PRC government exerts more oversight and controloverHong Kong-based companies,a company operated in HongKongmay face similarregulatory ris