Intercont (Cayman) Ltd美股招股说明书(2025-11-28版)

Intercont (Cayman) Limited This prospectus relates to the resale, from time to time, by the selling securityholders identified in thisprospectus (“Selling Securityholders”) of up to 63,126,674 ordinary shares, par value US$ 0.0001 per share (the“Ordinary Shares”) of Intercont (Cayman) Limited, an exempted company incorporated in Cayman Islands(“Intercont”), consisting of (i)23,076,923 Ordinary Shares that Intercont may, at Intercont’s discretion, elect toissue and sell to White Lion Capital LLC, a Nevada limited liability company (“White Lion Capital”), fromtime to time after the date of this prospectus pursuant to Ordinary Share Purchase Agreement dated August20,2025 between Intercont and White Lion Capital (the “White Lion Purchase Agreement”), (ii)49,751 OrdinaryShares to be issued to White Lion Capital as commitment shares (the “White Lion Commitment Shares”)pursuant to the White Lion Purchase Agreement, (iii)37,359,530 Ordinary Shares potentially issuable toStreeterville Capital, LLC, a Utah limited liability company (“Streeterville Capital”), in satisfaction of pre-paidpurchase balances outstanding from time to time under the Securities Purchase Agreement dated as ofSeptember4, 2025 by and between Intercont and Streeterville Capital (the “Streeterville Purchase Agreement”,together with “White Lion Purchase Agreement”, the “Purchase Agreements”), (iv)85,470Ordinary Sharesissuedto Streeterville Capital as a commitment fee(the“Streetville Commitment Shares”),and(v)2,555,000Ordinary Shares issued to Streeterville Capital as the pre-delivery shares. Under the White Lion Purchase Agreement, subject to certain exceptions, Intercont has the right, but not theobligation, to require White Lion Capital by delivering a purchase notice (the “Purchase Notice”) in theaggregate purchase amount of up to $10,000,000, which may, upon mutual consent of Intercont and White LionCapital, be increased to $30,000,000 (the “White Lion Commitment Amount”) from time to time, to purchaseshares of Ordinary Shares set forth in such a Purchase Notice. White Lion Capital will purchase OrdinaryShares from Intercont upon receiving such Purchase Notice (the “White Lion Purchase Shares”), subject to theterms and conditions in the White Lion Purchase Agreement. The number of Ordinary Shares that may be soldto White Lion Capital pursuant to the White Lion Purchase Agreement is not currently known and is subject tosatisfaction of certain conditions and other limitations, including a beneficial ownership limitation equal to4.99% (which may be increased to 9.99% as described below) of the Ordinary Shares outstanding from time totime. With respect to the White Lion Purchase Shares, White Lion Capital is an underwriter within the meaningof Section2(a)(11)of the Securities Actof1933, as amended. White Lion Capital may sell or otherwise disposeof the Ordinary Shares described in this prospectus in a number of different ways and at varying prices. See“Plan of Distribution” for more information about how White Lion Capital may sell or otherwise dispose of theOrdinary Shares being registered pursuant to this prospectus. Pursuant to the Streeterville Purchase Agreement, Intercont may issue and sell one or more pre-paid purchases(each, a “Pre-Paid Purchase”), in the aggregate purchase amount of up to $10,000,000 (the “StreetervilleCommitment Amount”, together with “White Lion Commitment Amount”, the “Commitment Amount”). Uponthe terms and subject to the conditions of each Pre-Paid Purchase, Streeterville Capital, at its sole discretion, hasthe right, but not the obligation, to purchase Ordinary Shares from Intercont, and Intercont will issue toStreeterville Capital, Ordinary Shares in satisfaction of all or a portion of the outstanding balance of such Pre-Paid Purchase, but not exceeding the outstanding balance of such Pre-Paid Purchase (the “Streeterville PurchaseShares”, together with “White Lion Purchase Shares”, the “Purchase Shares”). The number of Ordinary Sharesthat may actually be acquired by Streeterville Capital pursuant to the Streeterville Purchase Agreement is notcurrently known and is subject to satisfaction of certain conditions and other limitations, including a beneficialownership limitation equal to 9.99% of the Ordinary Shares outstanding from time to time. With respect to theStreeterville Purchase Shares, Streeterville Capital is an underwriter within the meaning of Section2(a)(11)ofthe Securities Actof1933, as amended. Intercont is not selling any of the Ordinary Shares under this prospectus and Intercont will not receive anyproceeds from the sale of Ordinary Shares by the Selling Securityholders. However, Intercont will receiveproceeds from Intercont’s sale of Ordinary Shares to White Lion Capital and Streeterville Capital as describedabove. Table of Contents We will only pay for the audit and legal expenses of this offering, and each Selling Securityholder will pay anyother expenses, including broker discounts or commissio