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Intercont (Cayman) Ltd (NCT) Form 424B5 — Oct 23, 2026

$NCTForm 424B5Filed Oct 23, 2026, 4:30 PM ET0001213900-26-112141Original filing

Intercont (Cayman) Limited announced a registered direct offering of 15,000,000 Class A Ordinary Shares at US$1.30 per share, expected to raise approximately US$19.5 million gross (US$19.43 million net) with no underwriter or placement agent. The deal was priced off the October 22 closing price of US$1.32. The offering is extraordinarily dilutive: the company had only 1,286,926 Class A shares outstanding, so the new shares represent more than 11x the pre-deal Class A float share count, and total shares outstanding jump from ~3.1 million to ~18.1 million. Unusually, investors pay only up to three months after closing, and the company may be unable to forfeit the shares if investors default.

Key figures

Gross Proceeds
19500000
Offering Price
1.3
Shares Offered
15000000
Shares Outstanding
18,118,524.04 total Ordinary Shares after offering (16,286,926 Class A; 1,831,598.04 Class B)
Net Proceeds
US$19.43 million
Public Float
US$90,812,732
Payment Terms
purchase price due three months after closing
Closing Price Oct22
US$1.32
Pro Forma NTBVPer Share
2.74
Pre Offering Class AShares
1286926
Ceo Voting Power After Offering
91.83%
Reverse Split Cumulative Ratio
625-for-1 (two 25-for-1 consolidations in 2026)
Existing Shareholder NTBVDecrease
6.93

AI analysis

Red flags7 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.