IPO - Intercont (Cayman) Ltd

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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.

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Additional details:

Ordinary Shares Offered: 1500000


Initial Public Offering Price: 7


Nasdaq Symbol: NCT


Par Value: 0.0001


Emerging Growth Company: 1


Total Share Capital Before Offering: 25000001


Dividend Policy: no dividends expected in the near future


Shareholder Votes: one vote per share


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.

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Additional details:

Title Of Each Class: Ordinary Shares, par value $0.0001 per share


Name Of Each Exchange: The Nasdaq Stock Market LLC


Securities Act Registration Statement Number: 333-282394


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.

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Additional details:

Exhibit No: 1.1

Description: Form of Underwriting Agreement


Exhibit No: 3.2

Description: Form of Amended and Restated Memorandum and Articles of Association of the Registrant


Exhibit No: 23.1

Description: Consent of UHY LLP


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.

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Additional details:

Ordinary Shares Registered: 1875000


Initial Public Offering Price Range: 7.00 to 9.00


Nasdaq Listing Symbol: NCT


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