As filed with the United States Securities and Exchange Commission on September 27, 2024

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________________

Intercont (Cayman) Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

_____________________________________

Cayman Islands	4412	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Room 8501, 11/F., Capital Centre,
151 Gloucester Road,
Wanchai, Hong Kong
Tel: +(852) - 37521802
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_____________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10016
(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________________

Copies to:

Lan Lou, Esq.
Jun He Law Offices LLC
Suite 1919, 630 Fifth Avenue
New York, NY 10111
Tel: (917) 661-8175 Mengyi “Jason” Ye, Esq.
Yarona Yieh, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rdFloor
New York, NY 10017
Tel: +1 (212) 588-0022

_____________________________________

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

____________

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS (Subject to Completion)
DatedSeptember 27, 2024

[•] Ordinary Shares

Intercont (Cayman) Limited

This is an initial public offering (this “Offering”) of [•] ordinary shares, by Intercont (Cayman) Limited (“Intercont”), par value US$0.0001 per share (the “Ordinary Shares”). We currently anticipate the initial public offering price per Ordinary Share to be between US$[•] and US$[•].

Prior to this offering, there has been no public market for Intercont’s Ordinary Shares. We have applied for the listing of Intercont’s Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NCT.” This offering is contingent upon the listing of Intercont’s Ordinary Shares on Nasdaq. At this time, Nasdaq has not yet approved our application to list Intercont’s Ordinary Shares. There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering would not be completed.

Immediately prior to the completion of this offering, Intercont’s issued and outstanding share capital will consist of 25,000,001 Ordinary Shares. Each of Intercont’s Ordinary Shares is entitled to one vote per share. See “Description of Share Capital” commencing on page 109. Intercont will register its Ordinary Shares under the Securities Exchange Act of 1934, as amended.

Intercont is an “emerging growth company” under applicable U.S. federal securities laws, and, as such are eligible for certain reduced public company reporting requirements. See the section titled “Prospectus Summary — Implications of Being an Emerging Growth Company” for additional information.

Intercont is a Cayman Islands holding company with no substantive operations. As used in this prospectus, “we,” “us,” the “Group,” “our company,” and “our,” refer to Intercont (Cayman) Limited, together as a group with its subsidiaries. Intercont carries out its business primarily through its subsidiaries located in Asia. Investors in Intercont’s Ordinary Shares should be aware that they will not directly hold equity interests in the operating subsidiaries, but solely hold equity interests in Intercont, the Cayman holding company. This structure involves unique risks to the investors. If the structure changes or becomes disallowed by regulatory authorities, Intercont’s operations could be materially and adversely affected, causing significant decline in the price of Intercont’s Ordinary Shares or rendering them worthless. For further information, see “Risk Factors — Risks Related to Our Corporate Structure” commencing on page 27.

As of the date of this prospectus, Intercont has one (1) direct subsidiary in Singapore, i.e. Singapore Openwindow Technology Pte. Ltd. (“Openwindow” or the “Singapore Subsidiary”), one (1) direct subsidiary in the British Virgin Islands, i.e. Fortune Ocean Holdings Limited (“Fortune Ocean” or the “BVI Subsidiary”), and five (5) indirect subsidiaries 100% owned by Fortune Ocean in Hong Kong, including Top Wisdom Shipping Management Co., Limited (德威船务管理有限公司), a Hong Kong company formed on February 1, 2013 (“Top Wisdom”), Top Creation International (HK) Limited (创宝国际（香港）有限公司), a Hong Kong company formed on July 29, 2011 (“Top Creation”), Top Moral Shipping Limited (德润船务有限公司), a Hong Kong company formed on December 12, 2013 (“Top Moral”), Top Legend Shipping Co., Limited (德祥航运有限公司), a Hong Kong company formed on March 6, 2013 (“Top Legend”), and Max Bright Marine Service Co., Limited (耀光海事公估有限公司), a Hong Kong company formed on April 2, 2014 (“Max Bright,” and together with Top Wisdom, Top Creation, Top Moral, and Top Legend, the “Shipping Subsidiaries” or the “Hong Kong Subsidiaries”).

We are subject to certain legal and operational risks associated with our Hong Kong Subsidiaries, including changes in demand, economic and political developments and regulatory changes in Hong Kong, which will have a significant effect on our business, results of operations and financial condition. Hong Kong is a special administrative region of the People’s Republic of China (“PRC”) and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Basic Law”), namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. Accordingly, we believe the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations. However, there is no assurance that there will not be any changes in the economic, political and legal

environment in Hong Kong in the future. To the extent applicable, all of the legal and operational risks associated in operating in the PRC also apply to the operations of our Hong Kong Subsidiaries, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations, as to whether and how the recent and future PRC government statements and regulatory developments (such as those relating to data security or anti-monopoly) would be applicable to our Hong Kong Subsidiaries and us, and as to the possibilities that the PRC government may exercise significant oversight over the conduct of business in Hong Kong. If there is any significant change to current political arrangements between PRC and Hong Kong or the PRC government exerts more oversight and control over Hong Kong-based companies, a company operated in Hong Kong may face similar regulatory risks as those operated in the mainland of China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business, accept foreign investment, move money out of Hong Kong to distribute earnings or pay dividends or to reinvest in its business outside of Hong Kong. In light of the foregoing, there are risks and uncertainties which we cannot foresee, and policies, rules and regulations and the enforcement of laws in the PRC can change quickly with little or no advance notice, and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain. There are risks that the PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. If the PRC government intervenes or influences our current and future operations in Hong Kong in the future, the Chinese regulatory authorities may disallow the holding company structure of us, which would likely result in a material change in our operations and a material change in the value of the Ordinary Shares Intercont is registering for sale, including that it could cause the value of such Ordinary Shares to significantly decline or become worthless. In addition, any actions by the PRC government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in Hong Kong-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Our business, financial condition and results of operations, and/or the value of Intercont’s Ordinary Shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected to the extent the laws and regulations of the PRC become applicable to a company such as us.”

The main legislation in Hong Kong concerning data privacy is the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (the “PDPO”), which regulates the collection, usage, storage, and transfer of personal data and imposes a statutory duty on data users to comply with the six data protection principles contained therein. We confirm that, to the best of our knowledge, information, and belief, as of the date of this prospectus, each of the Hong Kong Subsidiaries has complied with the laws and requirements in respect of data privacy in Hong Kong. However, the laws on data privacy are constantly evolving and may be subject to varying interpretations, resulting in uncertainties about the scope of our responsibilities in that regard. Failure to comply with the data privacy requirements in a timely manner, or at all, may subject us or our Hong Kong Subsidiaries to various potential consequences, including government enforcement actions and investigations, fines, penalties, imprisonment and suspension or disruption of the Hong Kong Subsidiaries’ operations, as well as potential civil proceedings. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Our Shipping Subsidiaries are subject to various evolving Hong Kong laws and regulations regarding data privacy, which could subject them to government enforcement actions and investigations, fines, penalties, and suspension or disruption of their operations.”

The Competition Ordinance (Chapter 619 of the Laws of Hong Kong) prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing, restricting, or distorting competition in Hong Kong. It provides for general prohibitions in three major areas of anti-competitive conduct referred to as the first conduct rule, the second conduct rule, and the merger rule. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations.”

After consulting our counsel to Hong Kong law, Lawrence Chan & Co., we do not consider the said data privacy and anti-competition laws and regulations in Hong Kong restrict our ability to conduct our business, accept foreign investment or impose limitations on our ability to list on any U.S. or foreign stock exchange.

Currently, we generate all of our revenues from our Hong Kong Subsidiaries. Cash may be transferred among Intercont and its Hong Kong Subsidiaries, typically transferred through inter-company loans, to lend to and borrow from each other from time to time for business operation purposes. For the six months ended December31, 2023 and the years ended June30, 2022 and 2023, there were no loans between Intercont and its subsidiaries, net cash transferred,

or transfer of assets other than cash within our organization. For details, see “Summary of Combined Financial and Operating Data — Condensed Combining Schedule — Statement of Cash Flows.” Under the current laws of Hong Kong, except for the requirement of maintaining sufficient fund for the Hong Kong Subsidiaries to remain solvent as a going concern and meet its contractual obligations owed to third parties prohibiting or restricting dividend distributions, these Hong Kong Subsidiaries are not subject to restrictions of distributing funds out of distributable profits to the holding company.

As of the date of this prospectus, none of our subsidiaries has made any dividend payment or distribution to Intercont and Intercont has not made any dividends or distributions to its shareholders, including any U.S. investors. During the year ended June30, 2023, the Group’s Hong Kong subsidiaries declared and paid in aggregated of $3.8million dividends to their original shareholders and the Group’s Hong Kong subsidiaries subsequently declared and paid in aggregated of $11.8million dividends to their original shareholders by March12, 2024. As of the date of this prospectus, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries. Other than discussed above, we do not have any cash management policies that dictate the amount of such funding among our subsidiaries and investors. For details, see “Prospectus Summary — Implications of Being a Company with a Holding Company Structure — Cash and Asset Flows through Our Organization.” Intercont expects to continue to distribute earnings and settle the service fees based on our business needs, and Intercont does not expect to declare dividends in the foreseeable future. Intercont will determine the payment of dividends and fund transfers based on the Group’ specific business needs in accordance with the applicable laws and regulations. See “Dividend Policy.”

According to the legal opinion of Lawrence Chan & Co., our counsel to Hong Kong law, there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets between Intercont and the Hong Kong Subsidiaries. While there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets between Intercont and the Hong Kong Subsidiaries, if certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to us, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity (such as the Hong Kong Subsidiaries), such funds or assets may not be available to fund operations or for other use outside of Hong Kong due to the imposition of restrictions, limitations, or procedures on transfer of funds or assets by the PRC government. Any limitation on the ability of any of the Hong Kong Subsidiaries to pay dividends or make other distributions to its holding company could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. In addition, if any of the Hong Kong Subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Intercont is an offshore holding company incorporated in the Cayman Islands. As a holding company with no material operations, Intercont’s operations are conducted by its subsidiaries in Asia, currently mostly in Hong Kong” commencing on page 29.

We operate in a competitive industry and a highly competitive market. We may be subject to a variety of laws and other obligations regarding competition laws in Hong Kong, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations. We face significant competition in the market due to the presence of a large amount shipping service providers. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Failure to comply with Hong Kong Competition Law may result in material and adverse effect on our business, financial condition and results of operations” commencing on page 34.

We are subject to a number of prohibitions, restrictions and potential delisting risk under the Holding Foreign Companies Accountable Act, or the “HFCAA”. Pursuant to the HFCAA and the related regulations, if we have filed an audit report issued by a registered public accounting firm that the Public Company Accounting Oversight Board (the “PCAOB”) has determined that it is unable to inspect and investigate completely, the United States Securities and Exchange Commission (the “SEC”) will identify us as a “Commission-identified Issuer,” and the trading of our securities on any U.S. national securities exchange, as well as any over-the-counter trading in the United States, will be prohibited if we are identified as a Commission-identified Issuer for two consecutive years. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions. Our auditor, UHY LLP, an independent registered public accounting firm (“UHY”), is not among the accounting firms. In August 2022, the PCAOB, the China Securities Regulatory Commission, or the CSRC, and the Ministry of Finance of the PRC signed a Statement of Protocol (the “Statement

of Protocol”), which establishes a specific and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA, if needed. On February 24, 2023, the CSRC, the Ministry of Finance, the State Secrecy Administration, and the State Archives Bureau jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Provisions, which aim to standardize confidentiality and archives administration in respect of direct or indirect overseas issuance of securities by domestic enterprises of the PRC and came into effect on March 31, 2023. Given that the Statement of Protocol and the Provisions have just been issued and that official guidance and related implementation rules of the Provisions have not been issued and the Provisions may be subject to further clarifications during subsequent implementation, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and if we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC by then, we may be identified as a Commission-Identified Issuer following our filing of an annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. If Intercont’s Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase Intercont’s Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of Intercont’s Ordinary Shares. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Intercont’s Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of Intercont’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three” commencing on page 36 for a detailed discussion.

We are aware that the PRC government recently initiated a series of statements and regulatory developments to regulate business operations in the mainland of China, some of which were with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, expanding the efforts in anti-monopoly enforcement. Because we conduct substantially all of our businesses in Hong Kong and Singapore and have no operations in the mainland of China, we do not believe these statements and regulatory developments would apply to us. However, should these statements or regulatory actions apply to us, including our Hong Kong operations, in the future, or if we expand our business operations into the mainland of China in some ways such that we become subject to them to a greater extent, our ability to conduct our business, invest into the mainland of China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted. The failure to comply with these PRC regulations could result in penalties and other regulatory actions against us and may materially and adversely affect our business and results of operations. In addition, the PRC government has significant authority to intervene or influence the mainland of China or Hong Kong operations of an offshore holding company, such as ours, at any time. These risks, together with uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws, regulations, and policies, could hinder our ability to offer or continue to offer Intercont’s Ordinary Shares, result in a material adverse change to our business operations, and damage our reputation, which could cause

Intercont’s Ordinary Shares to significantly decline in value or become worthless. For a detailed description of risks relating to doing business in Hong Kong, see “Risk Factors — Risks Related to Doing Business in Hong Kong” commencing on page 29.

We are aware that, on February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, PRC domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure to the CSRC. On the same day, the CSRC held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (i) a six-month transition period will be granted to PRC domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, such as completion of registration in the market of the United States, but have not completed the overseas listing; and (ii) PRC domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges on or prior to the effective date of the Trial Measures, may reasonably arrange the timing for submitting their filing applications with the CSRC, and shall complete the filing before completion of their overseas offering and listing. To determine whether an overseas offering and listing will be deemed as “the indirect overseas offering and listing” by a PRC domestic company, the Trial Measures provides that (i) any overseas offering and listing made by an issuer that meets both the following explicit criteria will be determined as an “indirect overseas offering and listing”: (a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies (“Criteria A”), and (b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; and (ii) the determination as to whether or not an overseas offering and listing by a PRC domestic company is an “indirect overseas offering and listing”, shall be made on a “substance over form” basis (the “Discretional Clause”). We do not believe that we are subject to the Trial Measures because we conduct substantially all of our businesses in Hong Kong and Singapore, and have no operations in the mainland of China and our operating revenue, total profit, total assets or net assets were not derived from PRC domestic companies. We are also advised by our PRC legal counsel, Jingtian & Gongcheng, that the possibility for us to be subject to the filing under the Trial Measures is low because we have no operation in mainland China and don’t meet Criteria A, and Jingtian & Gongcheng currently has no grounds to believe that the Discretional Clause would apply to us, however, Jingtian & Gongcheng cannot rule out the possibility that CSRC would take a different view when determining whether to apply the Discretional Clause on us. As a result, if we are determined by the CSRC that we shall complete the filing based on the Discretional Clause or. As a result, if we are determined by the CSRC that we shall complete the filing based on the Discretional Clause and later required to fulfill the filing procedure with the CSRC, we cannot guarantee that we will complete the CSRC filing procedure. For a description of relevant risks related to this offering, see “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Although we do not believe we are required to file with the China Securities Regulatory Commission for this offering under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises promulgated in February 2023, if we are required to do so, we cannot assure you that we will be able to timely make such filing, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to timely filing for this offering” commencing on page 37.

Lawrence Chan & Co., our counsel with respect to Hong Kong law, has advised us that judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the U.S. However, an action can be brought upon a foreign judgment in Hong Kong courts. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to it. In an action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to

a defendant in an action in Hong Kong brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor.

See “Risk Factors” beginning on page 16 to read about factors you should consider before buying the Ordinary Shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Ordinary Share	Total
Public offering price	US$	US$
Underwriting discounts(1)(2)	US$	US$
Proceeds, before expenses, to us(3)(4)	US$	US$

____________

(1)For a description of compensation payable to the underwriters, see “Underwriting.”

(2)Represents underwriting discounts of seven percent (7%) (or $[•] per Ordinary Share), of gross proceeds of this offering. Does not include a non-accountable expense allowance equal to one half of one percent (0.5%) of the gross proceeds received by Intercont from the sales of the Ordinary Shares in this offering payable to the underwriters. See “Underwriting” for all compensation to be paid to the underwriters.

(3)Assumes no exercise of the underwriters’ option to purchase additional Ordinary Shares.

(4)Excludes fees and expenses payable to the underwriters. See “Underwriting — Underwriting Discounts and Expenses.”

The underwriters have a 45-day option to purchase up to an additional [•] Ordinary Shares equal to fifteen percent (15%) of the total number of Ordinary Shares sold by Intercont at the initial public offering price in this offering less the underwriting discounts.

In addition to the underwriting discounts and expenses listed above, Intercont has agreed to issue, upon closing of this offering, warrants to Kingswood Capital Partners, LLC, acting as the representative of the underwriters (the “Representative”), or its designees, exercisable at any time and from time to time, in whole or in part, during the four-and-a-half year period commencing six months following the closing date of this offering, entitling the Representative to purchase five percent (5%) of the total number of Ordinary Shares sold by Intercont in this offering (including any Ordinary Shares sold as a result of the exercise of the underwriters’ over-allotment option) at a per share price equal to 120% of the initial public offering price (the “Representative’s Warrants”). The registration statement of which this prospectus forms a part also covers the Representative’s Warrants and the Ordinary Shares issuable upon the exercise thereof.

The underwriters expect to deliver the Ordinary Shares against payment in U.S. dollars in New York, NY on, 2024.

Kingswood Capital Partners, LLC

The date of this prospectus is, 2024

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
THE OFFERING	11
SUMMARY OF COMBINED FINANCIAL AND OPERATING DATA	13
RISK FACTORS	16
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	46
USE OF PROCEEDS	47
DIVIDEND POLICY	48
CAPITALIZATION	49
DILUTION	50
ENFORCEABILITY OF CIVIL LIABILITIES	52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	54
INDUSTRY OVERVIEW	70
BUSINESS	82
REGULATIONS	92
MANAGEMENT	100
PRINCIPAL SHAREHOLDERS	105
RELATED PARTY TRANSACTIONS	107
DESCRIPTION OF SHARE CAPITAL	109
SHARES ELIGIBLE FOR FUTURE SALE	117
TAXATION	119
UNDERWRITING	124
EXPENSES RELATED TO THIS OFFERING	133
LEGAL MATTERS	134
EXPERTS	134
WHERE YOU CAN FIND ADDITIONAL INFORMATION	134
INDEX TO COMBINED FINANCIAL STATEMENTS	F-1

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until, 2024 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade the Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in Intercont’s Ordinary Shares discussed under “Risk Factors” and information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” before deciding whether to buy Intercont’s Ordinary Shares. As used in this prospectus, “we,” “us,” “the Group,” and “our,” refer to Intercont (Cayman) Limited, together as a group with its subsidiaries. In addition, this prospectus contains information from a report prepared by Frost & Sullivan, a third-party market research firm, to provide information on our industry and market position.

Our Mission

We aim to leave green footprints across the oceans through our maritime shipping and seaborne pulping operation.

Our Corporate History and Structure

Intercont is a Cayman exempted company formed on July 4, 2023. On March27, 2024, Intercont completed a reorganization of its corporate structure. Intercont owns a 100% equity interest in each of Fortune Ocean Holdings Limited, a British Virgin Islands holding company formed on January 22, 2024 (“Fortune Ocean” or the “BVI Subsidiary”), and Singapore Openwindow Technology Pte. Ltd., a Singapore private company limited by shares formed on July 28, 2023 (“Openwindow” or the “Singapore Subsidiary”).

On March14, 2024, Fortune Ocean became the 100% owner of Top Wisdom Shipping Management Co., Limited (德威船务管理有限公司), a Hong Kong company formed on February 1, 2013 (“Top Wisdom”), Top Creation International (HK) Limited (创宝国际（香港）有限公司), a Hong Kong company formed on July 29, 2011 (“Top Creation”), Top Moral Shipping Limited (德润船务有限公司), a Hong Kong company formed on December 12, 2013 (“Top Moral”), Top Legend Shipping Co., Limited (德祥航运有限公司), a Hong Kong company formed on March 6, 2013 (“Top Legend”), and Max Bright Marine Service Co., Limited (耀光海事公估有限公司), a Hong Kong company formed on April 2, 2014 (“Max Bright,” and together with Top Wisdom, Top Creation, Top Moral, and Top Legend, the “Shipping Subsidiaries” or the “Hong Kong Subsidiaries”).

The Group has conducted its international maritime shipping business through the Shipping Subsidiaries since 2011. Openwindow plans to launch its seaborne pulping business by the first quarter of calendar year 2025.

The following diagram illustrates our corporate structure, including our subsidiaries before and after this offering.

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Overview

The Group operates its global maritime shipping services through its Shipping Subsidiaries. The Group’s global maritime shipping business consists of two revenue streams, time chartering and vessel management services. The Group’s global maritime shipping business generated US$12.4million, US$32.4 million and US$31.3 million revenue in the six months ended December31, 2023, the fiscal years ended June30, 2023 and 2022, respectively, which constitute 100% of the Group’s revenue. The Group expects to see steady growth in the global maritime shipping business.

The Group plans to operate its seaborne pulping business through Openwindow and build its seaborne pulping business upon its long-established global maritime shipping operations. Via a combination of self-owned vessels and partnership with other shipowners for leased-in vessels, the Group expects to launch the seaborne pulping business by the first quarter of calendar year 2025.

Competitive Advantages

We believe the following competitive strengths have contributed and will continue to contribute to our success.

Global maritime shipping Services

•Established Track Record in Global maritime shipping.    Our Shipping Subsidiaries and management team have been in the global maritime shipping business for over a decade. Over the years, our Shipping Subsidiaries have maintained stable business relationships with critical suppliers and customers.

•Strong Balance Sheet Positioned for Additional Growth.    The Group has a well-capitalized balance sheet, and has maintained its liquidity position throughout the downturn in shipping markets through prudent financial risk management. The Group’s moderate financial leverage, together with its current expectation of continued access to bank financing, has strongly positioned the Group to take advantage of further growth opportunities.

•Experienced management team.    The Group has an experienced team. Each management team member of the Shipping Subsidiaries has over ten years of experience in global maritime shipping. The management team’s deep experience and extensive relationships with ship owners, shippers, lenders, insurers, and other industry participants facilitate the smooth operation of the global maritime shipping sector.

•Large cargo contracts base and strong relationships with key counterparties.    Intercont has built a significant base of cargo contracts. Intercont has also established strong long-term global relationships with shipping companies, shipyards, trading houses, and brokers. Thus, Intercont has been able to match demands with supplies in a timely and efficient manner. In addition, a large cargo contracts base helps Intercont to better position its routes geographically and enables it to mitigate market volatility.

Seaborne Pulping Business

•Light-asset business model.    Unlike traditional shipping companies, Openwindow plans to operate the seaborne pulping business on a light-asset model. Openwindow expects to own only a limited number of pulping factory ships, but to lease most factory ships modified according to its specifications from shipowners. Under this model, Openwindow can quickly scale up its business without incurring significant capital expenditures.

•Product quality.    Utilizing advanced equipment and procedures, Openwindow expects to be able to deliver high-quality pulp. Openwindow’s pulp is expected to contain less undissolved fiber and impurities than the Chinese national standard, making it readily available for the downstream paper mills’ processing without further treatment. The higher quality pulp is expected to provide Openwindow an edge against some of its competitors.

•Targeted market.    Openwindow’s pulp is expected to be suitable for making paper containers and packages, widely used in the logistics and delivery industry. With a large volume of online shopping transactions, Asia’s market has a corresponding appetite for packaging materials. Openwindow expects to benefit from this specific segment of market.

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Growth Strategies

Global maritime shipping Business

•Organically grow our fleet.    Our Shipping Subsidiaries plan to organically grow our fleet to increase our revenue and meet increasing demands. Our Shipping Subsidiaries expect to acquire two (2) additional vessels in the upcoming five years but our Shipping Subsidiaries have not entered into any contracts of acquisition of vessels as of the date of this prospectus.

•Improve operation efficiency.    We plan to improve the efficiency of our operations, by introducing more advanced technology to empower the chartering service. By better connecting the needs of shipowners and charters, as well as more efficiently arranging the vessel space, we expect to further increase the profit margin of the chartering business.

•Consolidate the financial conditions.    Some of our Shipping Subsidiaries’ vessels are financed, subjecting us to potential risks from interest rate changes and market volatilities. We plan to adjust our capital structure based on the outcome of our operations and market conditions to reduce risks.

Seaborne Pulping business

•Increase the number of pulping factory ships.    Openwindow is negotiating with a shipowner to set up a factory ship with specific specifications for its seaborne pulping operations. After it launches and operates steadily, Openwindow expects to duplicate the model to new factory ships. Openwindow expects to attain a fleet of eight (8) leased-in and self-owned factory ships by the end of fiscal year 2027. Openwindow has not entered into any contracts to lease or acquire factory ships as of the date of this prospectus.

•Expand product lines.    The current designs of Openwindow’s equipment and technology are expected to work best for making pulp out of old corrugated containers. Openwindow plans to improve its technology to manufacture pulp out of other materials and for other purposes.

•Acquire more customers.    Openwindow’s seaborne pulping business is at an early stage. To further grow its business, Openwindow expects to expand its customer base for higher bargaining power and flexibility.

Risks Factors

Investing in Intercont’s Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in Intercont’s Ordinary Shares. We set forth below a summary of the principal risks and challenges we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks related to our business and industry

Risks and uncertainties relating to our business and industry include, but are not limited to, the following:

•The business of our Shipping Subsidiaries could be negatively impacted by the cyclical nature of the shipping industry.

•We face certain risks related to our transaction arrangements with our affiliates.

•The profitability and growth of our Shipping Subsidiaries are contingent on the demand for shipping vessels and global economic conditions, with consumer confidence and spending playing a crucial role in influencing shipping volume and charter rates. The volatility or potential increase in charter hire rates for shipping vessels could negatively impact our Shipping Subsidiaries’ profitability.

•Intercont’s Shipping Subsidiaries operate in a highly competitive global maritime shipping industry and if they do not compete successfully with new entrants or established companies with greater resources, its shipping business growth and results of operations may be adversely affected.

•Global events, such as terrorist attacks and regional conflicts, have the potential to significantly impact Intercont’s business, financial status, operational results, and cash flows.

•The paper product industry is cyclical in nature. Fluctuations in the prices of, and the demand for, our seaborne pulping products could result in lower sales volumes and smaller profit margins.

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•Our seaborne pulping business is still in early stages, and may not operate profitably, if at all.

•Our seaborne pulping business may not comply with all the import/export laws and regulations.

Risks related to our corporate structure

Intercont (Cayman) Limited is a Cayman Islands holding company with no substantive operations. Intercont currently carries out its business primarily through its Shipping Subsidiaries. Intercont and holders of Intercont’s securities (including the Ordinary Shares) are therefore subject to various legal and operational risks and uncertainties related to Intercont’s corporate structure, which would result in a material adverse change in our operations, cause the value of any securities Intercont offers to significantly decline or become worthless. Such risks and uncertainties include, but are not limited to, the following:

•Cayman Islands economic substance requirements may have an effect on our business and operations. See “Risk Factors — Risks Related to Our Corporate Structure — Cayman Islands economic substance requirements may have an effect on our business and operations” commencing on page 27.

•As Intercont is incorporated under Cayman Islands law, you may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited. See “Risk Factors — Risks Related to Our Corporate Structure — As Intercont is incorporated under the Cayman Islands law, you may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited.” commencing on page 28.

•Intercont will rely on dividends and other distributions on equity paid by its subsidiaries to fund its cash and financing requirements, and any limitation on the ability of its subsidiaries to make payments to it could have a material adverse effect on its ability to conduct its business. Moreover, to the extent that cash is in Intercont’s subsidiaries in Hong Kong, there is a possibility that the funds may not be available to fund our operations or for other uses outside of Hong Kong due to interventions or the imposition of restrictions and limitations by the Hong Kong laws or the PRC government on the ability to transfer cash out of Hong Kong or a Hong Kong entity. See “Risk Factors — Risks Related to Our Corporate Structure — Intercont will rely on dividends and other distributions on equity paid by its subsidiaries to fund its cash and financing requirements, and any limitation on the ability of its subsidiaries to make payments to it could have a material adverse effect on its ability to conduct its business. Moreover, to the extent that cash is in Intercont’s subsidiaries in Hong Kong, there is a possibility that the funds may not be available to fund our operations or for other uses outside of Hong Kong due to interventions or the imposition of restrictions and limitations by the Hong Kong laws or the PRC government on the ability to transfer cash out of Hong Kong or a Hong Kong entity.” commencing on page 28.

Risks related to doing business in Hong Kong

We face various legal and operational risks and uncertainties related to being based in and having significant operations in Hong Kong and are therefore subject to risks associated with doing business in Hong Kong generally. Risks and uncertainties related to doing business in China could result in a material adverse change in our operations, significantly limit or completely hinder our ability to complete this offering or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless. Such risks and uncertainties include, but not limited to, the following:

•We currently operate principally in Hong Kong, and adverse economic or other events affecting the region or any significant worsening to the present global economic condition could significantly impact our business. See “Risk Factors — Risks Related to Doing Business in Hong Kong — We currently operate principally in Hong Kong, and adverse economic or other events affecting the region or any significant worsening to the present global financial condition could significantly impact our business” commencing on page 30.

•Potential political and economic instability in Hong Kong may adversely impact our results of operations. We may also face the risk that changes in the policies of the PRC government could have a significant impact upon the business we conduct in Hong Kong and the profitability of such business. See “Risk Factors — Risks Related to Doing Business in Hong Kong — Potential political and economic

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instability in Hong Kong may adversely impact our results of operations. We may also face the risk that changes in the policies of the PRC government could have a significant impact upon the business we conduct in Hong Kong and the profitability of such business” commencing on page 31.

•The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong Subsidiaries, which may affect a substantial part of our business. See “Risk Factors – Risks Related to Doing Business in Hong Kong — The enactment of the law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our subsidiaries in Hong Kong, which may affect a substantial part of our business” commencing on page 31.

•The Chinese government may exercise significant oversight and discretion over the conduct of our Hong Kong Subsidiaries’ business and may intervene in or influence their operations at any time, which could result in a material change in their operations and/or the value of Intercont’s Ordinary Shares. See “Risk Factors — Risks Related to Doing Business in Hong Kong — The Chinese government may exercise significant oversight and discretion over the conduct of our subsidiaries’ business and may intervene in or influence their operations at any time, which could result in a material change in their operations and/or the value of Intercont’s ordinary shares” commencing on page 32.

Risks related to Intercont’s Ordinary Shares and this offering

In addition to the risks described above, we are subject to the following risks relating to Intercont’s Ordinary Shares and this offering, including, but not limited to, the following:

•Intercont’s Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of Intercont’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Intercont’s Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of Intercont’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three” commencing on page 36.

•Although we do not believe we are required to file with the China Securities Regulatory Commission for this offering under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises promulgated in February 2023, if we are required to do so, we cannot assure you that we will be able to timely make such filing, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to timely filing for this offering. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Although we do not believe we are required to file with the China Securities Regulatory Commission for this offering under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises promulgated in February 2023, if we are required to do so, we cannot assure you that we will be able to timely make such filing, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to timely filing for this offering” commencing on page 37.

•Although we do not believe we are subject to the review by the CAC or other PRC cybersecurity authorities because we have no operations in the mainland of China nor do we possess or process personal information from more than one million users, in light of recent events indicating greater oversight by the CAC over data security, we may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on our business and the listing of Intercont’s Ordinary Shares. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Although we do not believe we are subject to the review by the CAC or other PRC cybersecurity authorities because we have no operations in the mainland of China

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nor do we possess or process personal information from more than one million users, in light of recent events indicating greater oversight by the CAC over data security, we may be subject to a variety of PRC laws and other obligations regarding cybersecurity and data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on our business and the listing of Intercont’s Ordinary Shares” commencing on page 37.

•There has been no public market for Intercont’s Ordinary Shares prior to this offering, and you may not be able to resell Intercont’s Ordinary Shares at or above the price you paid, or at all. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — There has been no public market for Intercont’s Ordinary Shares prior to this offering, and you may not be able to resell Intercont’s ordinary share at or above the price you paid, or at all.” commencing on page 38.

•Intercont’s Ordinary Shares may encounter substantial volatility in its price, unrelated to our actual or anticipated operational performance, financial health, or prospects, posing challenges for potential investors in evaluating the rapidly changing value of Intercont’s Ordinary Shares. See “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Intercont’s Ordinary Shares may encounter substantial volatility in its price, unrelated to our actual or anticipated operational performance, financial health, or prospects, posing challenges for potential investors in evaluating the rapidly changing value of Intercont’s Ordinary Shares” commencing on page 38.

Implications of Being a Company with a Holding Company Structure

Intercont is a holding company incorporated in the Cayman Islands. As a holding company with no material operations, Intercont conducts all of its operations through its subsidiaries in Hong Kong and Singapore. Because of our corporate structure as a Cayman Islands holding company with operations conducted through our subsidiaries in Asia, it involves unique risks to investors. Investors in our Intercont’s Ordinary Shares should be aware that they will not and may never directly hold equity interests in the operating subsidiaries, but rather purchasing equity solely in Intercont, the Cayman Islands holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against Intercont’s directors and officers who are located outside of the United States.

Cash and Asset Flows through Our Organization

As of the date of this prospectus, we conduct all of our revenue-generating operation activities through our wholly owned subsidiaries in Hong Kong. As a result, all of our revenues are received by our Hong Kong Subsidiaries.

As of the date of this prospectus, none of the Hong Kong Subsidiaries has made any dividend payment or distribution to Intercont and Intercont has not made any dividends or distributions to its shareholders. During the year ended June30, 2023, the Group’s Hong Kong Subsidiaries declared and paid in aggregated of $3.8million dividends to their original shareholders and the Group’s Hong Kong Subsidiaries subsequently declared and paid in aggregated of $11.8million dividends to their original shareholders by March12, 2024. As of the date of this prospectus, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries. Other than discussed above, we do not have any cash management policies that dictate the amount of such funding among our subsidiaries.

Cash may be transferred among Intercont and its subsidiaries, and they may lend to and borrow from each other from time to time for business operation purposes. For the six months ended December31, 2023 and the years ended June30, 2022 and 2023, no inter-company cash transfers or transfers of other assets have occurred among Intercont and its subsidiaries. For details, see “Summary of Combined Financial and Operating Data — Condensed Combining Schedule — Statement of Cash Flows.”

Regulatory Permissions and Licenses for Our Operations in Hong Kong and This Offering

In spite of the recent developments in the PRC authorities’ regulatory acts, including the CSRC’s promulgation of the Trial Measures on February 17, 2023, the CSRC, Ministry of Finance, and National Administration of State Secrets Protection, and National Archives Administration of China’s joint issuance of the Provisions on Strengthening the Confidentiality and Archive Management Work Relating to the Overseas Securities Offering and Listing by Domestic Enterprises on February 24, 2023, and the CAC’s promulgation of the Measures on Security Assessment of Outbound Data Transfer on July 7, 2022, we do not believe we are subject to such regulations. We have no business operations in nor material connections with the mainland of China. The offering of Intercont’s Ordinary Shares will likely not be regarded as an indirect overseas offering by PRC domestic companies under the Trial Measures and no filing

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procedures required thereunder will be applicable. We are not required to obtain regulatory filings or approvals issued by competent industry authorities of the mainland of China. In addition, we do not believe the offering of Intercont’s Ordinary Shares requires any approval from or filing with any other authorities of the mainland of China.

But due to the risk of change to current political arrangements between mainland China and Hong Kong, there are risks and uncertainties which we cannot foresee, and rules and regulations in the PRC can change quickly with little or no advance notice. There are risks that the PRC government may intervene or influence our current and future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. The PRC government has significant authority to intervene or influence the mainland of China or Hong Kong operations of an offshore holding company, such as ours, at any time. If it is determined in the future that the approval or permissions of the CSRC, the CAC or any other regulatory authority is required for the business operations and this offering and we do not receive or maintain the approvals or permissions, or we inadvertently conclude that such approvals or permissions are not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approvals or permissions in the future, these risks, together with uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws, regulations, and policies, could hinder our ability to offer or continue to offer the shares of Intercont’s Ordinary Shares, result in a material adverse change to our business operations, and damage our reputation, which could cause Intercont’s Ordinary Shares to significantly decline in value or become worthless.

The Holding Foreign Companies Accountable Act

Pursuant to the HFCAA and related regulations, if we have filed an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect and investigate completely, the SEC will identify us as a “Commission-identified Issuer,” and the trading of our securities on any U.S. national securities exchanges, as well as any over-the-counter trading in the United States, will be prohibited if we are identified as a Commission-identified Issuer for two consecutive years. 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. Our auditor, UHY, is not among the accounting firms. In August 2022, the PCAOB, the CSRC and the Ministry of Finance of the PRC signed the Statement of Protocol, which establishes a specific and accountable framework for the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.

On December 15, 2022, the PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors outside of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and pursue ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and if we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC by then, we may be identified as a Commission-Identified Issuer following our filing of an annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. If Intercont’s Ordinary Shares are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase Intercont’s Ordinary Shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of Intercont’s Ordinary Shares. For details, see “Risk Factors — Risks Related to Intercont’s Ordinary Shares and this Offering — Intercont’s Ordinary Shares may be prohibited from being traded on a national exchange under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect our auditors. The delisting of Intercont’s Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment. Furthermore, on June22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December29, 2022, amending the HFCAA to require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.”

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Dividend Policy

Intercont’s board of directors has discretion on whether to distribute dividends, subject to certain restrictions under Cayman Islands law. In addition, Intercont’s shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by its board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that Intercont may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid out of the share premium account if this would result in Intercont being unable to pay its debts as they fall due in the ordinary course of business immediately following the date on which the distribution is proposed to be paid. Even if Intercont decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Intercont has never declared or paid cash dividends and does not have any present plan to pay any cash dividends on its Ordinary Shares in the foreseeable future after this offering. During the year ended June30, 2023, the Group’s subsidiaries declared and paid in aggregated of $3.8million dividends to their original shareholder controlled by the Controlling Shareholder Group and the Group’s subsidiaries subsequently declared and paid in aggregated of $11.8million dividends to their original shareholder controlled by the Controlling Shareholder Group by March12, 2024. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and grow our business.

Implications of Being an Emerging Growth Company

Intercont is an “emerging growth company”, as defined in the “JOBS Act”, and it is eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management discussion and analysis of financial conditions and results of operations in this prospectus, (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions. As a result, investors may find investing in Intercont’s Ordinary Shares less attractive.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. As a result, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of such extended transition period.

Intercont could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which its annual gross revenues exceed $1.235 billion, (2) the date that Intercont becomes a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Intercont’ Ordinary Shares that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter and Intercont has been publicly reporting for at least 12 months, or (3) the date on which Intercont has issued more than $1 billion in non-convertible debt during the preceding three-year period.

Implications of Being a Foreign Private Issuer

Intercont is a “foreign private issuer” within the meaning of the rules under the Exchange Act. Accordingly, upon consummation of this offering, Intercont will report under the Exchange Act as a non-U.S. company with foreign private issuer status. As such, Intercont will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

•Intercont is not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

•for interim reporting, Intercont is permitted to comply solely with its home country requirements, which are less rigorous than the rules that apply to domestic public companies;

•Intercont is not required to provide the same level of disclosure on certain issues, such as executive compensation;

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•Intercont is exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

•Intercont is not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

•Intercont’s insiders are not required to comply with Section 16 of the Exchange Act requiring such individuals and entities to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Furthermore, Nasdaq Rule 5615(a)(3) provides that a foreign private issuer, such as Intercont, may rely on its home country corporate governance practices in lieu of certain of the rules in Nasdaq Rule 5600 Series and Rule 5250(d), provided that Intercont nevertheless complies with Nasdaq’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640), the Diverse Board Representation Rule (Rule 5605(f)), the Board Diversity Disclosure Rule (Rule 5606) and that Intercont has an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). If Intercont relies on its home country corporate governance practices in lieu of certain of the rules of Nasdaq, Intercont’s shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Intercont will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. As a foreign private issuer, Intercont is not generally required to provide quarterly financial information to the shareholders. However, once listed on Nasdaq, Intercont will be required to file an interim balance sheet and income statement as of the end of our second quarter. These interim financial statements are not required to reconcile to US GAAP, but they must be provided no later than 6 months following the end of Intercont’s second quarter. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information Intercont is required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. A foreign private issuer that follows a home country practice in lieu of one or more of the listing rules is required to disclose in its annual reports filed with the SEC each requirement that it does not follow and describe the home country practice followed by the issuer in lieu of such requirements. If Intercont relies on its home country corporate governance practices in lieu of certain of the rules of Nasdaq, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. If Intercont chooses to do so, Intercont may utilize these exemptions for as long as it continues to qualify as a foreign private issuer. Although Intercont is permitted to follow certain corporate governance rules that conform to Cayman Islands requirements in lieu of many of Nasdaq corporate governance rules, currently, Intercont intends to comply with Nasdaq corporate governance rules applicable to foreign private issuers.

Being a foreign private issuer and an emerging growth company also exempts Intercont from certain more stringent executive compensation disclosure rules. Thus, even if Intercont no longer qualifies as an emerging growth company but remain a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

Corporate Information

Our principal executive offices are located at Room 8501, 11/F., Capital Centre, 151 Gloucester Road, Wanchai, Hong Kong, China. Our registered address is located at ICS Corporate Services (Cayman) Limited, 3-212 Governors Square, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands.

Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168.

Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is https://www.intercontcayman.com. The information contained on our website is not a part of this prospectus.

Legal Proceedings

None of Intercont or its subsidiaries is currently a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

9

Conventions That Apply to This Prospectus

Unless otherwise indicated, all numbers and financial information are presented in U.S. Dollars.

•“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•“Hong Kong” or “HK” refers to the Hong Kong Special Administrative Region of the People’s Republic of China.

•“HKD”, “HK$” or “H.K. Dollars” refers to the official legal currency of Hong Kong.

•“PRC” or “China” refers to the People’s Republic of China, including Hong Kong Special Administrative Region (“Hong Kong”), Macau Special Administrative Region (“Macau”) and Taiwan, for purposes of this prospectus only; and in the future filings of the Company’s registration statements under the Securities Act of 1933, as amended, or its periodic reports under the Securities Exchange Act of 1934, as amended, the definition of China or PRC will include Hong Kong, Macau or Taiwan. And only in the context of describing PRC laws, the PRC laws do not include any law, regulation, statute, rule, order, decree, notice, and supreme court’s judicial interpretation or other legislation of the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan.

•“Securities Act” refers to the Securities Act of 1933, as amended.

•“$”, “USD”,“US$” or “U.S. Dollars” refers to the official legal currency of the United States.

Our reporting currency is U.S. dollars. Although our operations may expose us to certain levels of foreign currency risk, our transactions are predominantly denominated in U.S. dollar and a majority of the subsidiaries’ primary cash flows are U.S. dollar denominated. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized in the combined statements of income.

Internet site addresses in this prospectus are included for reference only and the information contained in any website, including our website, is not incorporated by reference into, and does not form part of, this prospectus.

10

THE OFFERING

Offering price	We currently estimate that the initial public offering price will be between US$[•] and US$[•] per Ordinary Share.
Ordinary Shares offered by Intercont	[•] Ordinary Shares (or [•] Ordinary Shares if the underwriters exercise in full their option to purchase additional Ordinary Shares).
Ordinary Shares outstanding immediately before this offering	25,000,001 Ordinary Shares.
Ordinary Shares outstanding immediately after this offering	[•] Ordinary Shares, (or [•] Ordinary Shares if the underwriters exercise their option to purchase additional Ordinary Shares in full, excluding the shares underlying the Representative’s Warrants).
The Ordinary Shares	Each Ordinary Share has a par value of US$0.0001. You should carefully read “Description of Ordinary Shares” section in this prospectus to better understand the terms of the Ordinary Shares.
Option to purchase additional Ordinary Shares	Intercont has granted to the underwriters an option, exercisable within forty-five (45) days after the closing of this offering, to purchase up to an aggregate of additional fifteen percent (15%) of the total number of Ordinary Shares sold by Intercont in this offering at the initial public offering price, less underwriting discounts, solely for the purpose of covering over-allotments.
Listing	We have applied to have Intercont’s Ordinary Shares listed on Nasdaq Capital Market under the symbol “NCT.” There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering would not be completed.
Use of Proceeds	Intercont estimates that it will receive net proceeds of approximately US$[•] million from this offering, assuming an initial public offering price of US$[•] per Ordinary Shares, after deducting estimated underwriter discounts and estimated offering expenses payable by Intercont. Intercont intends to use the net proceeds from this offering to, among other things, (i) increase its working capital and financial flexibility to expand its fleet, procure raw materials, fund marketing activities, and other general corporate purposes (approximately 35% of the offering proceeds), (ii) develop onboard pulp manufacturing technologies to improve yields (approximately 30% of the offering proceeds), (iii) engage professionals to promote the maritime environmental, social and governance matters, or “ESG”, industrialization process and explore the related commercial opportunities in the market (approximately 20% of the offering proceeds), and (iv) expand the Company’s research and development team, marketing team, and manufacturing team (approximately 15% of the offering proceeds). None of the proceeds of this offering will be used to compensate or otherwise make payments to officers or directors of Intercont or any of its subsidiaries. See “Use of Proceeds” for additional information.
Risk Factors	See “Risk Factors” and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in Intercont’s Ordinary Shares.

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Lock-up	Intercont has agreed, on behalf of itself and any successor entity, for a period of 180 days from the closing of this offering, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of share capital of Intercont or any securities that are convertible into or exercisable or exchangeable for share capital of Intercont, (ii) file or cause to be filed any registration statement with the SEC relating to the offering of any share capital of Intercont or any securities convertible into or exercisable or exchangeable for of share capital of Intercont, (iii) complete any offering of our debt securities, other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership of share capital of Intercont, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of share capital of Intercont or other securities, in cash or otherwise without the prior written consent of the Representative. Intercont’s directors, officers and any other 5% or more shareholders of its outstanding securities (including warrants, options and other securities exercisable for or convertible into Ordinary Shares) have agreed, for a period of 180 days from the commencement of sales of the securities issued in this offering, subject to customary exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer, or dispose of, directly or indirectly, any of share capital of Intercont, without the prior written consent of the Representative. See “Shares Eligible for Future Sale” and “Underwriting” for more information.
Representative’s Warrants	The registration statement of which this prospectus forms a part also registers for sale of the Ordinary Shares underlying the Representative’s Warrants, exercisable at any time and from time to time, in whole or in part, during the four-and-a-half year period commencing six months following the closing date of this offering, entitling the Representative to purchase five percent (5%) of the total number of Ordinary Shares sold by Intercont in this offering (including any Ordinary Shares sold as a result of the exercise of the underwriters’ over-allotment option) at a per share price equal to 120% of the initial public offering price. Please see “Underwriting — Representative’s Warrants” for a description of these warrants.
Payment and settlement	The underwriters expect to deliver the Ordinary Shares against payment therefor on [•], 2024.
Transfer agent and register	Equiniti Trust Company, LLC

The number of Ordinary Shares that will be outstanding immediately after this offering, excluding the shares underlying the Representative’s Warrants:

•is based on 25,000,001 Ordinary Shares issued and outstanding as of the date of this prospectus; and

•includes [•] Ordinary Shares in the form of Ordinary Shares that Intercont will issue and sell in this offering, assuming the underwriters do not exercise their over-allotment option to purchase additional Ordinary Shares.

12

SUMMARY OF COMBINED FINANCIAL AND OPERATING DATA

Combined Financial Statements

The following summary combined statement of comprehensive income for the six months ended December31, 2023 and the fiscal years ended June 30, 2022 and 2023. The tables below demonstrate the quantitative metrics of the condensed combining schedule that disaggregates operations and depicts the financial position, results of operations and cash flows of Intercont and its subsidiaries as of December31, 2023, June30, 2023 and 2022, and for the six months ended December31, 2023 and the years ended June 30, 2023 and 2022. They have been derived from our audited combined financial statement included elsewhere in this prospectus. Our combined financial statements are prepared and presented in accordance with the U.S. GAAP. Our historical results do not necessarily indicate results expected for any future periods. You should read this Summary of Combined Financial and Operating Data section together with our combined financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Condensed Combining Schedule — Statement of Income

	For the Six Months Ended December 31, 2023
	Intercont and BVI Subsidiary			Singapore Subsidiary*		Hong Kong Subsidiaries		Eliminations			Combined Total
Revenues	$	—		$	—	$	12,372,149	$	—		$	12,372,149
Cost	$	—		$	—	$	9,012,587	$	—		$	9,012,587
Gross profit	$	—		$	—	$	3,359,562	$	—		$	3,359,562
Income from operations	$	(300,568	)	$	—	$	2,816,963	$	—		$	2,516,395
Income for equity method investment	$	1,885,935		$	—	$	—	$	(1,885,935	)	$	—
Net income	$	1,585,367		$	—	$	1,885,935	$	(1,885,935	)	$	1,585,367

	For the Year Ended June 30, 2023
	Intercont andBVISubsidiary		SingaporeSubsidiary*		Hong KongSubsidiaries		Eliminations			Combined Total
Revenues	$	—	$	—	$	32,445,557	$	—		$	32,445,557
Cost	$	—	$	—	$	18,068,312	$	—		$	18,068,312
Gross profit	$	—	$	—	$	14,377,245	$	—		$	14,377,245
Income from operations	$	—	$	—	$	13,500,808	$	—		$	13,500,808
Income for equity method investment	$	10,887,689	$	—	$	—	$	(10,887,689	)	$	—
Net income	$	10,887,689	$	—	$	10,887,689	$	(10,887,689	)	$	10,887,689

____________

*The subsidiary was established in July 2023.

	For the Year Ended June 30, 2022
	Intercont andBVISubsidiary		SingaporeSubsidiary		Hong KongSubsidiaries		Eliminations			Combined Total
Revenues	$	—	$	—	$	31,267,721	$	—		$	31,267,721
Cost	$	—	$	—	$	20,905,934	$	—		$	20,905,934
Gross profit	$	—	$	—	$	10,361,787	$	—		$	10,361,787
Income from operations	$	—	$	—	$	9,494,921	$	—		$	9,494,921
Income for equity method investment	$	8,490,146	$	—	$	—	$	(8,490,146	)	$	—
Net income	$	8,490,146	$	—	$	8,490,146	$	(8,490,146	)	$	8,490,146

13

Condensed Combining Schedule — Balance Sheet

	As of December 31, 2023
	Intercont and BVI Subsidiary		Singapore Subsidiary		Hong Kong Subsidiaries		Eliminations			Combined Total
Cash	$	99,432	$	—	$	4,555,477	$	—		$	4,654,909
Total current assets	$	99,432	$	—	$	5,386,662	$	—		$	5,486,094
Investments in subsidiaries	$	8,240,223	$	—	$	—	$	(8,240,223	)	$	—
Total non-current assets	$	8,340,223	$	—	$	63,373,051	$	(8,240,223	)	$	63,473,051
Total assets	$	8,439,655	$	—	$	68,759,713	$	(8,240,223	)	$	68,959,145
Total liabilities	$	500,000	$	—	$	60,519,490	$	—		$	61,019,490
Total equity	$	7,939,655	$	—	$	8,240,223	$	(8,240,223	)	$	7,939,655
Total liabilities and equity	$	8,439,655	$	—	$	68,759,713	$	(8,240,223	)	$	68,959,145

	As of June 30, 2023
	Intercont andBVISubsidiary		SingaporeSubsidiary		Hong KongSubsidiaries		Eliminations			Combined Total
Cash	$	—	$	—	$	3,416,273	$	—		$	3,416,273
Total current assets	$	—	$	—	$	16,560,631	$	—		$	16,560,631
Investments in subsidiaries	$	17,954,288	$	—	$	—	$	(17,954,288	)	$	—
Total non-current assets	$	17,954,288	$	—	$	63,685,272	$	(17,954,288	)	$	63,685,272
Total assets	$	17,954,288	$	—	$	80,245,903	$	(17,954,288	)	$	80,245,903
Total liabilities	$	—	$	—	$	62,291,615	$	—		$	62,291,615
Total equity	$	17,954,288	$	—	$	17,954,288	$	(17,954,288	)	$	17,954,288
Total liabilities and equity	$	17,954,288	$	—	$	80,245,903	$	(17,954,288	)	$	80,245,903

	As of June 30, 2022
	Intercont andBVISubsidiary		SingaporeSubsidiary		Hong KongSubsidiaries		Eliminations			CombinedTotal
Cash	$	—	$	—	$	10,431,422	$	—		$	10,431,422
Total current assets	$	—	$	—	$	11,099,809	$	—		$	11,099,809
Investments in subsidiaries	$	10,863,757	$	—	$	—	$	(10,863,757	)	$	—
Total non-current assets	$	10,863,757	$	—	$	57,629,071	$	(10,863,757	)	$	57,629,071
Total assets	$	10,863,757	$	—	$	68,728,880	$	(10,863,757	)	$	68,728,880
Total liabilities	$	—	$	—	$	57,792,913	$	—		$	57,792,913
Total equity	$	10,863,757	$	—	$	10,935,967	$	(10,863,757	)	$	10,935,967
Total liabilities and equity	$	10,863,757	$	—	$	68,728,880	$	(10,863,757	)	$	68,728,880

Condensed Combining Schedule — Statement of Cash Flows

	For the Six Months Ended December 31, 2023
	Intercont and BVI Subsidiary			Singapore Subsidiary		Hong Kong Subsidiaries			Eliminations		Combined Total
Net cash provided by operating activities	$	(300,568	)	$	—	$	4,168,371		$	—	$	3,867,803
Net cash provided by investing activities	$	—		$	—	$	11,235,274		$	—	$	11,235,274
Net cash used in financing activities	$	400,000		$	—	$	(14,264,441	)	$	—	$	(13,864,441	)
Inter-company cash transfers:
None	$	—		$	—	$	—		$	—	$	—

14

	For the Year Ended June 30, 2023
	Intercont andBVISubsidiary		SingaporeSubsidiary		Hong KongSubsidiaries			Eliminations		Combined Total
Net cash provided by operating activities	$	—	$	—	$	13,569,094		$	—	$	13,569,094
Net cash used in investing activities	$	—	$	—	$	(23,995,575	)	$	—	$	(23,995,575	)
Net cash provided by financing activities	$	—	$	—	$	3,411,332		$	—	$	3,411,332
Inter-company cash transfers:
None	$	—	$	—	$	—		$	—	$	—

	For the Year Ended June 30, 2022
	Intercont andBVISubsidiary		SingaporeSubsidiary		Hong KongSubsidiaries			Eliminations		CombinedTotal
Net cash used in operating activities	$	—	$	—	$	12,312,313		$	—	$	12,312,313
Net cash used in investing activities	$	—	$	—	$	(2,102,361	)	$	—	$	(2,102,361	)
Net cash provided by financing activities	$	—	$	—	$	(2,532,808	)	$	—	$	(2,532,808	)
Inter-company cash transfers:
None	$	—	$	—	$	—		$	—	$	—

15

RISK FACTORS

An investment in Intercont’s Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in Intercont’s Ordinary Shares. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of Intercont’s Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business and Industry

The business of our Shipping Subsidiaries could be negatively impacted by the cyclical nature of the shipping industry.

Historically, the financial performance of the global maritime shipping business has exhibited cyclical patterns, marked by fluctuations in profitability and asset values due to changes in the supply and demand for international maritime shipping services. The quantity of shipping capacity depends on various factors, including the number and size of vessels in the global fleet, their deployment, the introduction of new vessels, and the decommissioning of older ones, etc. The demand for international maritime shipping services is influenced by global and regional economic conditions, currency exchange rates, the globalization of manufacturing, variations in global and regional international trade levels, regulatory developments, and alterations in seaborne and other transportation patterns. Predicting changes in the demand for international maritime shipping services is challenging. Declines in demand and/or increases in international maritime shipping capacity could result in substantially lower freight rates, decreased volume, or a combination of both, thereby adversely affecting the business, financial status, and operational results of our Shipping Subsidiaries.

We face certain risks related to our transaction arrangements with affiliates.

Currently, two (2) of the four (4) vessels operated by our Shipping Subsidiaries are leased from a related party controlled by a family member of our shareholder. Additionally, our Shipping Subsidiaries have also entered into business arrangements with related parties in the ordinary course of business. Historically, we did not have in place a formal process that meets public company standard to review and approve transactions with related parties, and such related party transactions may impair investors in Intercont’s Ordinary Shares. But recently, the Company has adopted a related party transaction policy to review and approve all further related party transactions. Furthermore, if any of the related parties having a business relationship with the Group reneges from the arrangements, the Group will have difficulty in finding replacement in a timely and cost-efficient manner, if at all. As a result, our business operations and financial performance may be negatively affected.

We depend on certain customers for our revenue.

For the six months ended December31, 2023, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party) and Customer B accounted for approximately 42% and 27%, respectively, of the Group’s total revenues. For the year ended June30, 2023, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party), Customer B and Customer C accounted for approximately 43%, 19% and 12%, respectively, of the Group’s total revenues. For the year ended June30, 2022, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party) accounted for approximately 52% of the Group’s total revenues. As of December31, 2023, Customer F accounted for approximately 100% of the Group’s accounts receivable. As of June30, 2023, Customer D and Customer E accounted for approximately 74% and 26%, respectively, of the Group’s accounts receivable. As of June30, 2022, Customer F accounted for approximately 100% of the Group’s accounts receivable. The loss of any of our significant customers, a customer’s failure to make payments or perform under any of the applicable contracts, or a decline in payments under the contracts could have a material adverse effect on our business, financial condition, cash flows and results of operations.

Our Shipping Subsidiaries charter vessels from a limited number of suppliers.

Our Shipping Subsidiaries currently charter two (2) vessels from a related party and charter one (1) vessels from an independent third party. If they terminate their business relationships with our Shipping Subsidiaries, our Shipping Subsidiaries will face the risk of not being able to secure adequate vessel replacement in a timely manner or the risk of being required to pay a higher charter rate for comparable vessel replacement, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

16

The profitability and growth of our Shipping Subsidiaries are contingent on the demand for shipping vessels and global economic conditions, with consumer confidence and spending playing a crucial role in influencing shipping volume and charter rates. The volatility or potential increase in charter hire rates for shipping vessels could negatively impact our Shipping Subsidiaries’ profitability.

The movements of the Baltic Dry Index (BDI), an indicator reflecting the daily average charter rates for key routes and published by the Baltic Exchange Limited, are highly unpredictable. Widely considered as a primary benchmark for monitoring the vessel charter market and overall shipping market performance, the BDI experienced a substantial 97.5% decline from its peak of 11,793 in May 2008 to 290 on February 10, 2016, and has since maintained a volatile trajectory. As of January 26, 2024 the BDI reached 1,518. The significant variance of BDI index could result in uncertainties in the Company’s operation.

Several factors influence the demand for shipping capacity, including:

•Supply and demand dynamics for products suitable for maritime shipping.

•Changes in the global production of goods transported by ships.

•Distance requirements for sea transport of cargo products.

•Globalization of manufacturing.

•Global and regional economic and political conditions, wars, armed conflicts, terrorist activities, embargoes, strikes, and tariffs.

•International trade developments and disruptions.