IPO - Intercont (Cayman) Ltd

Form Type: 424B4

Filing Date: 2025-03-28

Corporate Action: Ipo

Type: New

Accession Number: 000101376225004259

Filing Summary: Intercont (Cayman) Limited is conducting its initial public offering (IPO) of 1,500,000 ordinary shares at a price of US$7.00 per share. Nasdaq has approved the listing under the symbol 'NCT'. Prior to this offering, there was no public market for these shares. The par value of the shares is US$0.0001 each, with each share entitling the holder to one vote. The company is structured as a holding company incorporated in the Cayman Islands with no significant operational activities, relying primarily on its subsidiaries in Asia to conduct business. Legal and operational risks are associated with its subsidiaries, particularly in Hong Kong, along with compliance with various local laws. The company is categorized as an 'emerging growth company' and is therefore eligible for reduced reporting requirements. As of the prospectus date, no dividends have been paid or are expected in the near future, with profits currently retained for operations rather than distribution. Legal counsel has indicated that the company is not expected to face restrictions under current regulations regarding its ability to list or transfer assets. Investors are cautioned about significant risks related to market competition, regulatory changes, and potential geopolitical factors affecting operations in the region.

Form Type: 8-A12B

Filing Date: 2025-03-27

Corporate Action: Ipo

Type: New

Accession Number: 000101376225003059

Filing Summary: Intercont (Cayman) Limited has filed Form 8-A12B for the registration of its ordinary shares, par value $0.0001 per share, on The Nasdaq Stock Market LLC. This registration is pursuant to Section 12(b) of the Securities Exchange Act of 1934, indicating a public offering of its securities. The company has provided a description of its ordinary shares referenced in its prior registration statement on Form F-1. This filing does not require additional exhibits as no other securities of the registrant are registered with Nasdaq, and the shares being registered are not pursuant to Section 12(g). The filing was signed by Muchun Zhu, the Chairman and Chief Executive Officer of Intercont (Cayman) Limited, on March 27, 2025.

Form Type: CORRESP

Filing Date: 2025-03-25

Corporate Action: Ipo

Type: New

Accession Number: 000101376225002014

Filing Summary: Intercont (Cayman) Limited has filed a request for acceleration of effectiveness regarding its Registration Statement on Form F-1, as amended. The company seeks to have the Registration Statement become effective at 4:00 p.m., Eastern Time, on March 27, 2025, or as soon thereafter as practicable. This request is made in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933. The filing indicates that this is a new initial public offering (IPO) initiative for the company.

Form Type: CORRESP

Filing Date: 2025-03-25

Corporate Action: Ipo

Type: Request

Accession Number: 000101376225002016

Filing Summary: Intercont (Cayman) Limited has requested the acceleration of the effective date of its registration statement on Form F-1, as amended (File No. 333-282394), to permit it to become effective at 4:00 p.m., Eastern Time, on March 27, 2025. The request is made pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933. Additionally, it is noted that the underwriters or dealers will be adequately provided with copies of the preliminary prospectus in accordance with Rule 460 of the Securities Act. Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934 has been confirmed by the undersigned and will be adhered to by the underwriters or dealers.

Form Type: F-1/A

Filing Date: 2025-02-28

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025018758

Filing Summary: Intercont (Cayman) Limited filed Amendment No. 6 to its Registration Statement on Form F-1, initially filed under the Securities Act of 1933, as an exhibits-only filing. The purpose of this amendment is to include specific exhibits (1.1, 3.2, and 23.1) and to amend the list of exhibits in Item 8(a) of Part II. The document includes the identification of Intercont (Cayman) Limited's principal executive offices in Hong Kong and its agent for service in New York. The registration is intended to commence proposed sales to the public after the effective date, with indications that the registrant is an emerging growth company and has not opted for extended compliance periods for new accounting standards. No provisions of the preliminary prospectus were altered in this amendment, which solely focuses on the filing of the listed exhibits and necessary updates to the exhibit index.

Form Type: F-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002452

Filing Summary: Intercont (Cayman) Limited is filing an amended registration statement with the SEC on January 10, 2025, to register for an initial public offering (IPO) of 1,875,000 ordinary shares expected to be priced between $7.00 and $9.00 per share. As of the date of this document, there has been no prior public market for Intercont's shares, and the IPO is contingent upon approval for listing on the Nasdaq under the symbol 'NCT'. Intercont is an emerging growth company, meaning it will benefit from reduced reporting requirements. The company conducts its operations through subsidiaries primarily in Hong Kong and Singapore, and there are risks associated with this holding company structure, including potential regulatory changes from Chinese authorities that could affect operations. Significant caution is expressed regarding market risks, legal compliance in different jurisdictions, and uncertainties regarding the ability to conduct business amidst evolving legal landscapes, particularly pertaining to data privacy and competition laws in Hong Kong. The registration aims to secure capital for future operations and growth.

Form Type: CORRESP

Filing Date: 2024-11-15

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024098960

Filing Summary: Intercont (Cayman) Limited submitted a letter to the SEC responding to comments on their Amendment No. 1 to the Registration Statement on Form F-1, originally filed on October 21, 2024. This letter details the company's revisions and calculations addressing the increase in net tangible book value and the pro forma net tangible assets related to their initial public offering (IPO). The document includes key financial information such as total net tangible assets and the proposed offering price of $8.00 per share, with identified gross proceeds of $29,600,000 and net proceeds of $26,417,835 after expenses. The letter also outlines adjustments including total assets, liabilities, and the dilution impact for IPO investors. The main aim of the submission is to clarify the company's value in connection to their upcoming IPO and to answer the SEC's inquiries regarding their financial positioning.

Form Type: CORRESP

Filing Date: 2024-09-27

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024082815

Filing Summary: Intercont (Cayman) Limited submitted a letter responding to the comments from the SEC Staff regarding their Amendment No.1 to Draft Registration Statement on Form F-1, originally submitted on July 26, 2024. The Company has indicated it will make a public filing of its registration statement at least 15 days prior to any road show or effective date. It has revised the document to clarify legal and operational risks involving its operations in Hong Kong and expanded disclosures about material contracts and executive compensation for the fiscal year ending June 30, 2024, in response to the SEC’s comments.

Form Type: DRSLTR

Filing Date: 2024-04-24

Corporate Action: Ipo

Type: New

Accession Number: 000121390024035746

Filing Summary: Intercont (Cayman) Limited is submitting a draft registration statement on Form F-1 for a proposed initial public offering (IPO) of its ordinary shares in the United States. The document confirms that the company's securities have not been previously sold under an effective registration statement and outlines that the registration statement will be publicly filed at least 15 days before any road show related to the offering. The company has omitted its unaudited consolidated financial statements for December 31, 2023, and the six months ending December 31, 2023, and 2022, as it believes they will not be required for the registration statement at the time of listing. The submission is part of a confidential non-public review process with the SEC.