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                             May 21, 2024

       Muchun Zhu
       Chief Executive Officer
       Intercont (Cayman) Limited
       Room 8501, 11/F., Capital Centre
       151 Gloucester Road
       Wanchai, Hong Kong

                                                        Re: Intercont (Cayman)
Limited
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted April 24,
2024
                                                            CIK No. 0002018529

       Dear Muchun Zhu:

                                                        We have reviewed your
draft registration statement and have the following comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   Please revise to
discuss the legal and operational risks associated with having your
                                                        operations in Hong
Kong. Discuss any applicable laws and regulations in Hong Kong and
                                                        the risks and
consequences to the company. As an example, disclose how regulatory
                                                        actions related to data
security or anti-monopoly concerns in Hong Kong, China's
                                                        Enterprise Tax Law, and
the arrangement between Mainland China and the Hong Kong
                                                        Special Administrative
Region for the Avoidance of Double Taxation and the Prevention
                                                        of Fiscal Evasion with
respect to taxes on income, have or may impact the company   s
                                                        ability to conduct its
business, accept foreign investment or list on a U.S. and/or foreign
                                                        exchange. Include
related risk factor disclosure explaining whether there are laws and/or
                                                        regulations in Hong
Kong that result in oversight over data security, how this oversight
                                                        impacts the company   s
business and the offering, and to what extent the company believes
 Muchun Zhu
FirstName  LastNameMuchun
Intercont (Cayman) Limited Zhu
Comapany
May         NameIntercont (Cayman) Limited
     21, 2024
May 21,
Page  2 2024 Page 2
FirstName LastName
         that it is compliant with the regulations or policies that have been
issued. With respect to
         your disclosure that you believe the laws and regulations of the PRC
do not currently have
         any material impact on your business, financial condition or results
of operations, please
         revise to clarify that all of the legal and operational risks
associated with operating in the
         PRC also apply to your operations in Hong Kong.
Prospectus Summary, page 5

2.       In your summary of risk factors, provide cross references to the more
detailed discussions
         in the prospectus regarding the risks that your corporate structure
and being based in or
         having the majority of the company   s operations in Hong Kong poses
to investors.
3.       You disclose at page 6 that, on December 16, 2021, the PCAOB issued a
report to notify
         the SEC of its determination that the PCAOB was unable to inspect or
investigate
         completely registered public accounting firms headquartered in
mainland China and
         Hong Kong, including your auditors, UHY LLP. This appears inconsistent
with your
         disclosure on the cover page and in your related risk factor at page
33. Please revise or
         advise.
Risk Factors
We depend on certain customers for our revenue, page 14

4.       We note your disclosure that you depend on certain customers for your
revenue. In an
         appropriate place in your prospectus please describe the material
terms of any material
         contracts with your customers and file such as exhibits with your
registration statement.
         Refer to Item 10.C of Form 20-F and Item 601(b)(10) of Regulation S-K.
Please also
         revise to clarify the identity of Customer A (a related party).
Intercont is a foreign private issuer within the meaning of the rules under the
Exchange Act...,
page 39

5.       Please revise your risk factor disclosure to identify any exemptions
and scaled disclosures
         which overlap with those available to you as both a foreign private
issuer and an emerging
         growth company, and to clarify that the described exemptions and
scaled disclosures as a
         result of your status as a foreign private issuer will be available to
you even if you no
         longer qualify as an emerging growth company.
Use of Proceeds, page 44

6.       You state that you intend to use the net proceeds from the offering
for    general corporate
         purposes, including working capital, operating expenses, capital
expenditures,
         improvement of corporate facilities, and other general and
administrative matters.    We
         also note your disclosure that you    plan to use the proceeds   from
this offering to expand
         the seaborne pulping business.    Please revise to provide more
meaningful and specific
         disclosure of the intended use of proceeds and the approximate amounts
intended to be
         used for each such purpose, to the extent known. If the priority is
reflected in the order in
 Muchun Zhu
Intercont (Cayman) Limited
May 21, 2024
Page 3
         which the uses have been listed, please state as much. Please refer to
Instruction 1 to Item
         504 of Regulation S-K.

         Additionally, please disclose whether the proceeds will be used to
compensate or
         otherwise make payments to officers or directors of the company or any
of its subsidiaries.
Enforceability of Civil Liabilities, page 49

7.       Where disclosure elsewhere in your prospectus indicates certain of
your officers and
         directors are located in China, please identify those individuals in
this section and also
         include specific disclosure related to the enforceability of civil
liabilities in China.
Industry Overview, page 62

8.       We note your statements that "neither we nor any other party involved
in this offering has
         independently verified" the information in this section, and "neither
we nor any other
         party involved in this offering makes any representation as to the
accuracy or
         completeness of such information." It is not appropriate to directly
or indirectly disclaim
         liability for statements in your registration statement. Please revise
or specifically state
         that you take liability for these statements.
Business
Competition, page 78

9.       We note your disclosure that, according to the Frost & Sullivan
Report, your seaborne
         pulping business operates an innovated business model unlike incumbent
shipping
         companies, and that you therefore do not expect to see direct
competitors for your
         seaborne pulping business in the near future. We further note that
Topsheen Shipping
         Group Corporation, for which Ms. Zhu, your Chief Executive Officer,
Interim Chief
         Financial Officer, and Chairman of the Board, has also been serving as
a senior
         investment adviser since 2009, operates the international shipping
business of Caravelle
         International Group, which is reportedly developing a similar
carbon-neutral ocean
         technology. Please advise whether you consider Caravelle International
Group to be a
         competitor and, in an appropriate area in your prospectus, disclose
any material conflicts
         related to Ms. Zhu and Topsheen Shipping Group Corporation. Please
also supplementally
         provide us with a copy of the Frost & Sullivan report.
Business
Debt and Financing, page 79

10.    We note your disclosure that, except for the CIFSS Loan, neither the
Group nor any of its
FirstName LastNameMuchun Zhu
       subsidiaries has entered into any material debt or financing
arrangements. Please file a
Comapany
       copyNameIntercont    (Cayman)
            of the CIFSS loan          Limited
                                agreement as an exhibit to your registration
statement or advise
May 21,why  youPage
         2024   are not
                    3 required to do so. Refer to Item 601(b)(10) of Regulation
S-K.
FirstName LastName
 Muchun Zhu
FirstName  LastNameMuchun
Intercont (Cayman) Limited Zhu
Comapany
May         NameIntercont (Cayman) Limited
     21, 2024
May 21,
Page  4 2024 Page 4
FirstName LastName
Management, page 90

11.      Please provide the information required by Item 6.B of Form 20-F or
tell us why the
         information is not required.
Related Party Transactions, page 96

12.      Please ensure that you have provided all disclosure required by Item
7.B of Form 20-F for
         the period since the beginning of your preceding three financial years
up to the date of
         your prospectus. Refer to Item 7.B of Form 20-F.
Financial Statements, page F-3

13.      Please update the financial statements and related disclosures
included in the registration
         statement in accordance with the guidance outlined in Item 8.A. to
Form 20-F.
14.      We note your disclosure on pages 5 and F-25 that your Group   s Hong
Kong subsidiaries
         declared and paid in $11.8 million dividends to their shareholders by
March 12, 2024.
         When you update your interim financial statements for the period ended
December 31,
         2023, please address the following:
             Present a pro forma balance sheet, alongside your historical
balance sheet, that
             reflects the dividend. Please make conforming changes to your
capitalization table to
             give pro forma effect to the dividend.
             We note the dividends exceeded the Company   s fiscal 2023
earnings. Revise your
             disclosure to present pro forma per share information to give
effect to the number of
             shares whose proceeds will be used to pay the $11.8 million
dividend. Refer
             to SAB Topic 1:B:3.
General

15.      With respect to your belief that you are not required to complete a
filing with the CSRC
         under the Trial Measures for this offering, please disclose how you
reached such
         conclusion. For instance, although you disclose that you have no
material connections
         with the mainland of China, you also disclose that a majority of your
officers and directors
         are located there. If you are relying on the opinion of PRC counsel
for such conclusion,
         please identify counsel in the registration statement and file a
consent from counsel.
 Muchun Zhu
FirstName  LastNameMuchun
Intercont (Cayman) Limited Zhu
Comapany
May         NameIntercont (Cayman) Limited
     21, 2024
May 21,
Page  5 2024 Page 5
FirstName LastName
       Please contact Joseph Klinko at 202-551-3824 or Robert Babula at
202-551-3339 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Energy &
Transportation
cc:      Lan Lou