Intercont (Cayman) Ltd-A美股招股说明书(2026-07-07版)

Up to 8,000,000 ClassA Ordinary Shares included in the Units Up to 8,000,000 Warrants to Purchase ClassA Ordinary Shares Up to 16,000,000 ClassA Ordinary Shares Issuable upon Exercise of the Warrants toPurchase ClassA Ordinary Shares at a Zero Exercise Price Intercont (Cayman) Limited Intercont (Cayman) Ltd. (the “Company,” “we” or “us”) is offering on a best-efforts basis up to 8,000,000 units(the “Units”), each consisting of one ClassA Ordinary Share, par value $0.0025 per share (the “ClassAOrdinary Shares”), and one warrant to purchase one ClassA Ordinary Share (each, a “Warrant”). We areoffering the Unitsat the assumed initial public offering price of $0.79 per Unit (the “Offering”). We are alsoregistering up to 16,000,000 ClassA Ordinary Shares underlying the Warrants. Each of the Warrants will havean exercise price of $0.869 per ClassA Ordinary Share and will be exercisable beginning on the date of theissuance date and ending on the sixmonths of the issuance date. Our Class A Ordinary Shares are listed on TheNasdaq Capital Market under the symbol “NCT.” The last reported sale price of our Class A Ordinary Shares onThe Nasdaq Capital Market on July 6, 2026 was $2.87 per Class A Ordinary Share. The public offering price for the securities in this offering is at a significant discount to the current market price.The final public offering price will be determined at the time of pricing, through negotiations between us, thePlacement Agent, and the investors based upon a number of factors, including our history and our prospects,stage of development of our business, our business plans for the future and the extent to which they have beenimplemented, an assessment of our management, the industry in which we operate, our past and presentoperating results, the previous experience of our executive officers and the general condition of the securitiesmarkets at the time of this offering. The initial exercise price of $0.869 for each of the Warrants was determined at 110% of the assumed publicoffering price of $0.79 per Unit. The exercise price may be subject to adjustments as described in the Warrant.Suchadjustments occur in the following circumstances:(i)if the Company effects any share splits,combinations, reclassifications, or share dividends, the exercise price may be adjusted proportionately; and(ii)in the event of certain corporate transactions such as mergers or reorganizations, the exercise price may beadjusted to reflect the consideration received by holders of ClassA Ordinary Shares in the transaction. The Unitshave no stand-alone rights and will not be certificated or issued as stand-alone securities. The ClassAOrdinary Shares can each be purchased in this offering only with the accompanying Warrants as part of theUnits, but the component parts of the Unitswill be immediately separable and issued separately in this Offering. If and only if at the time of any exercise of the Warrant, there is no effective registration statement registering,or the prospectus contained therein is not available for the issuance of the ClassA Ordinary Shares underlyingthe Warrants to the holder, in lieu of making the cash payment otherwise contemplated to be made to us uponsuch exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon suchexercise (either in whole or in part) the number of ClassA Ordinary Shares equal to the quotient obtained bydividing [(A-B) (X)] by (A), where (A)= trading price formulas determined under the Warrants; (B)= theexercise price of the Warrants; and (X)= the number of warrant shares that would be issuable upon exercise ofsuch Warrants by means of a cash exercise rather than a cashless exercise. Subject to customary adjustments forshare dividends, splits or other changes in share capital, the maximum number of ClassA Ordinary Sharesissuable upon cashless exercise of the Warrants is 8,000,000. Table of Contents A holder of the Warrants may also effect an exercise at a zero exercise price (the “zero exercise price option”) atany time while the Warrants are outstanding. Two (2)ClassA Ordinary Shares are issuable under each Warrantin such zero exercise price option pursuant to any given notice of exercise electing to effect a zero exercise priceoption. The Warrants included in this Offering entitle the holders to receive, via the zero exercise price option,up to 16,000,000 ClassA Ordinary Shares. While the Warrants do provide for an initial exercise price of $0.869 per ClassA Ordinary Share as well as theability to exercise the Warrants on a cashless exercise basis, it is anticipated that all Warrant holders will utilizethe zero exercise price option as this allows for the exercise of the Warrants for no additional consideration andwill result in a greater number of ClassA Ordinary Shares that investors will receive under upon exercise thanwhat would be issuable upon cash exercise or cashless exercise. As a result, there is no practical or financia