Intercont (Cayman) Ltd-A美股招股说明书(2026-04-06版)

Intercont (Cayman) Ltd(incorporated in the Cayman Islands with limited liability) 2,525,067Class A Ordinary Shares This prospectus supplement (this “Prospectus Supplement”) updates and supplements the prospectus dated November 6, 2025(the “Prospectus”), which forms a part of our Registration Statement on Form F-1, as amended (Registration No. 333-291313). ThisProspectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourReport on Form 6-K, furnished with the Securities and Exchange Commission on April 6, 2026 (the “Form 6-K”). Accordingly, wehave attached the Form 6-K to this Prospectus Supplement. On January 26, 2026, Intercont (Cayman) Limited (the “Company”) held an extraordinary general meeting of shareholders(the “Meeting”). At the Meeting, among other resolutions approved, the shareholders of the Company adopted the followingresolutions: (i) to increase the authorized share capital of the Company from US$50,000 divided into 500,000,000 Ordinary Shares of parvalue US$0.0001 each to US$100,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.0001 each. (ii) to authorize, establish, and designate two new classes of ordinary shares of US$0.0001 par value each, being the Class AOrdinary Shares and the Class B Ordinary Shares, with each of the Class A Ordinary Shares and Class B Ordinary Shares having therights, obligations and privileges set out in the Second Amended and Restated Memorandum and Articles of Association of theCompany as defined below. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as theexisting ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shallhave thirty (30) votes at a meeting of the shareholders or on any resolution of shareholders whereas each Class A Ordinary Share shallonly have one (1) vote. Each outstanding Class B Ordinary Share is convertible at any time after issuance at the option of the holderinto one (1) Class A Ordinary Share. The Class A Shares will not be convertible into shares of any other class. (iii) to redesignate: (1)an aggregate 5,164,951 authorized and issued ordinary shares, including 908,708 authorized and issued ordinary shares held byEASCOR HOLDING LIMITED and 4,256,243 authorised and issued ordinary shares held by BEVERLY HOLDING LIMITED,as Class B Ordinary Shares. (2)The remaining 25,319,350 issued ordinary shares as Class A Ordinary Shares. (3)969,515,699 authorized but unissued ordinary shares as Class A Ordinary Shares. (iv) to pass an ordinary resolutions that, in the event that the closing bid price per listed share of the Company (ticker symbol:NCT) on the NASDAQ Stock Market in the United States of America falls below US$1.00, each of the 1,000,000,000 authorisedordinary shares in the Company of par value of US$0.0001 each (including all issued Class A Ordinary Shares and Class B OrdinaryShares and any unissued Class A and Class B Ordinary Shares) be consolidated at such consolidation ratio and such effective time asthe board of directors may determine at their sole discretion within 180 days of obtaining the requisite shareholder approval for theproposed consolidation of shares, provided that the aforesaid consolidation ratio shall be no more than 100:1, with such consolidatedshares each having the same rights and being subject to the same restrictions as set out in the Articles. (v) to generally update the Amended and Restated Memorandum and Articles of Association (the “Existing Articles”) byamendingand restating its Memorandum and Articles(the“Second Amended and Restated Memorandum and Articles ofAssociation”). On March 22, 2026, the Company’s Board of Directors passed written resolutions to implement a share consolidation, subjectto required approvals. On April 2, 2026, the Company effected a reverse stock split on a 25:1 basis (“Reverse Stock Split”). ThisReverse Stock Split has reduced the total number of authorized and outstanding ordinary shares from 1,000,000,000 (comprising994,835,049 Class A ordinary shares and 5,164,951 Class B ordinary shares) to 40,000,000 (comprising 39,793,401.96 Class Aordinary shares and 206,598.04 Class B ordinary shares), with the par value per share increasing from US$0.0001 to US$0.0025. The Prospectus and this Prospectus Supplement relate to the resale of an aggregate of 2,525,067 shares of our Class Aordinary shares by the selling shareholders identified herein. We will not receive any of the proceeds from the sale by the sellingshareholders of the Class A ordinary shares. This Prospectus Supplement should be read in conjunction with the Prospectus. If there is any inconsistency between theinformation in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. Information of the share numbers appearing in the Prospectus should be adjusted to give