Intercont (Cayman) Limited filed a Form 6-K with the U.S. Securities and Exchange Commission on October 30, 2026, reporting the closing of a registered direct offering of 15,000,000 Class A ordinary shares on October 27, 2026.

Key Highlights

  • Shares issued: 15,000,000 Class A ordinary shares at a par value of $0.0625 per share were sold directly to investors.
  • Negotiated price: The securities purchase agreement, entered into on October 21, 2026, set the purchase price at US$1.30 per share.
  • Expected proceeds: The company expects to receive approximately US$19.5 million, assuming the purchase price is paid in full by each investor.
  • No placement agent: The offering was conducted without a placement agent or underwriter.
  • Deferred payment structure: Investors agreed to pay the purchase price in full, without interest, on or before a payment date three months following closing.
  • Forfeiture provision: If any investor fails to pay in full by the payment date, the company may forfeit that investor's Class A ordinary shares, to the extent permitted by applicable Cayman Islands law.
  • Registration basis: The shares were offered pursuant to a Form F-3 registration statement (File No. 333-298338) declared effective by the Commission on September 10, 2026.

Intercont (Cayman) Registered Direct Offering: Terms and Structure

According to the filing, Intercont (Cayman) Limited (NASDAQ:NCT) closed its registered direct offering on October 27, 2026, issuing 15,000,000 Class A ordinary shares directly to investors. The company reported that it expects to receive approximately US$19.5 million in proceeds, contingent on each investor paying the purchase price in full. The offering was conducted without a placement agent or underwriter, and the shares were priced at US$1.30 each under a securities purchase agreement dated October 21, 2026.

The filing disclosed an unusual deferred payment arrangement: investors received their shares at closing but were not required to pay until a date three months after closing. The company disclosed that payment is due "without interest" and that, should any investor fail to pay in full by the payment date, the company may forfeit the Class A ordinary shares issued to that investor, subject to Cayman Islands law. The filing noted that representations, warranties, and covenants in the securities purchase agreement "were made solely for the benefit of its parties and should not be relied upon by other investors."

The shares were registered under a Form F-3 registration statement initially filed with the Commission on August 14, 2026, and declared effective on September 10, 2026. A prospectus supplement was filed with the Commission on October 23, 2026. The filing was signed by Muchun Zhu, Chief Executive Officer, on October 30, 2026, and the report is incorporated by reference into the Registration Statement and Prospectus Supplement.

What Was Disclosed

Intercont (Cayman) Limited reported the closing of a 15,000,000-share registered direct offering at US$1.30 per share, with expected gross proceeds of approximately US$19.5 million, subject to deferred investor payment within three months of the October 27, 2026 closing date.