Up to US $200,000,000 of

Class A Ordinary Shares

Debt Securities

Warrants

Rights

Units 

 

Intercont (Cayman) Limited

  

Intercont (Cayman) Ltd. (the "Company," "we" or "us") may, from time to time, in one or more offerings, offer and sell up to US$200,000,000 of any combination, together or separately, of our Class A ordinary shares of par value $0.0025 each (the "Class A Ordinary Shares"), debt securities, warrants, rights, and units, or any combination thereof, together or separately as described in this prospectus. In this prospectus, references to the term "securities" refers collectively to our Class A Ordinary Shares, debt securities, warrants, rights, and units. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for that offering. For general information about the distribution of the securities offered, please see "Plan of Distribution" in this prospectus.

The prospectus provides a general description of the securities we may offer. We will provide the specific terms of the securities offered in one or more supplements to this prospectus.

We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference herein or therein, before you invest in any of our securities. This prospectus may not be used to offer or sell any securities unless accompanied by the applicable prospectus supplement.

The aggregate market value of our outstanding Class A Ordinary Shares held by non-affiliates, or public float was approximately US$90,812,732, which was calculated based on 25,437,740 Class A Ordinary Shares held by non-affiliates and US$3.57 per Class A Ordinary Share, which was the closing price of our Class A Ordinary Shares on Nasdaq on August 12, 2026.