Intercont Prices $19.5M Registered Direct at $1.30, Issuing 15M Class A Shares

Updates

1. Oct 30, 1:25 PM ET · SEC 6-K — Intercont closed the offering on October 27, 2026, issuing 15,000,000 Class A shares at $1.30; investors' purchase price is due three months after closing, and unpaid shares may be forfeited.

   • Pricing Formula — The SPA is dated October 21, 2026; the per-share price is the lesser of the prior-day Nasdaq closing price and 70% of the lowest daily VWAPs over the twenty Trading Days before the Agreement, and may not be below the US$0.0625 par value.
   • Payment Terms — Shares are issued nil paid at Closing, with the purchaser promising to pay principal without interest (0%) on or before the Payment Date three months after closing; until paid in full the holder remains liable and shares may be forfeited, and shares are fully paid and non-assessable only on receipt of full price.
   • Reverse Split Adjustments — The purchaser may extend the Closing up to three months if a reverse stock split is effected or announced during the Closing Period; a split proportionately adjusts the share number and per-share price while the aggregate purchase price stays unchanged.
   • Prospectus Timing — A Prospectus Supplement was filed with the SEC on October 23, 2026, and a supplement is to be filed under Rule 424(b) within thirty (30) days after Closing; delivery of a final Prospectus Supplement is a closing condition.
   • Share Capital — Class A ordinary shares have a par value of US$0.0625 per share, and the Company reserved the maximum number of Class A Ordinary Shares issuable under the SPA from authorized share capital.
   • Proceeds — The Company expects to receive approximately US$19.5 million only if each Investor pays the purchase price in full.
   • Closing Mechanics
     • Company will deliver a book-entry account statement for the Purchase Shares at Closing.
     • At Closing the Purchaser's only delivery is this Agreement duly executed by the Purchaser.
     • Closing takes place remotely through exchange of signature pages and documents electronically or by facsimile, on the date of the Agreement or a later date mutually agreed upon by all parties.
     • At Closing the Company delivers a book-entry account statement for the Purchase Shares.
     • At Closing the Purchaser's only delivery is the SPA duly executed by the Purchaser.
     • Closing takes place remotely via electronic or facsimile exchange of signature pages and documents.
   • Termination — The SPA may be terminated by mutual written consent or by either party on written notice, unavailable to a party whose action or failure caused the Closing not to occur; on termination it is void except for prior breach liability and surviving Section 6 provisions.
   • Governing Law and Disputes — New York law governs; disputes are arbitrated in Hong Kong under HKIAC rules, with costs shared equally but the prevailing party recovering reasonable costs and attorney fees, and each party waives jury trial.
   All 81 details

   • SPA dated October 21, 2026; purchase price per share is the lesser of the closing share price of the Class A Ordinary Shares on Nasdaq on the day preceding the date of the Agreement and 70% multiplied by the lowest daily VWAPs during the twenty (20) Trading Days preceding the date of the Agreement.
   • Shares issued nil paid at Closing; Purchaser unconditionally promises to pay principal of US$[TOTAL FINANCING AMOUNT] without interest (0%) on or before the Payment Date, three months following closing.
   • Purchaser may extend the Closing up to three months if the Company effects or announces a reverse stock split during the Closing Period (from the SPA date to Closing).
   • A reverse stock split during the Closing Period proportionately adjusts the number of Purchase Shares and the per-share purchase price, but the aggregate purchase price remains unchanged.
   • Prospectus Supplement to be filed with the SEC under Rule 424(b) within thirty (30) days after the date of Closing.
   • Class A ordinary shares have a par value of US$0.0625 per share.
   • Prospectus supplement filed with the SEC on October 23, 2026.
   • Company may not assign the SPA without Purchaser consent; Purchaser may not assign without Company consent.
   • Purchaser acquires shares for its own account, not as nominee or agent, with no present intent to distribute.
   • Company represents no Material Adverse Effect has occurred since December 31, 2025.
   • Company represents no proceedings to revoke or suspend Nasdaq listing and no Nasdaq notice of listing deficiency.
   • Company represents it has not received notice challenging accuracy or completeness of its SOX certifications.
   • Company represents no unremediated material weakness or significant deficiency in internal accounting controls.
   • Company represents no pending or threatened litigation seeking to enjoin the transaction or with Material Adverse Effect.
   • Company represents compliance with the FCPA in all material respects.
   • Company represents it holds all material permits required to operate its business.
   • Company represents no material governmental investigation or review pending or threatened against it.
   • Company represents it owns or licenses all material intellectual property necessary for its business.
   • Company represents no third-party IP infringement claims received or threatened in writing.
   • Company represents all outstanding shares and options were issued in compliance with securities laws.
   • Company has filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed with the SEC; Company Financials complied in all material respects with SEC rules and were prepared in accordance with GAAP.
   • No executive officer of the Company has failed to make the certifications required under Section 302 or 906 of the Sarbanes-Oxley Act of 2002 with respect to any Company SEC Filings.
   • Company was eligible to use Form F-3 at the time of filing the Registration Statement, is eligible to use Form F-3, and meets the transaction requirements for aggregate market value of securities sold in the offering.
   • Purchaser must receive a final Prospectus Supplement at Closing.
   • SPA may be terminated by mutual written consent of the Company and Purchaser, or by either party on written notice, without affecting breach claims.
   • Termination right is unavailable to a party whose action or failure to act caused the Closing not to occur.
   • Upon termination the SPA is void except for liability for breaches before termination and Section 6 provisions that survive.
   • Representations and warranties survive until the first anniversary of the Closing Date or earlier termination.
   • Claims for untrue representations not asserted within the survival period are irrevocably waived, except for fraud or willful misconduct.
   • SPA may be amended only with the written consent of the Company and the Purchaser.
   • Parties may not publicly announce the SPA or the transaction without the other's consent, except as required by law.
   • Arbitration costs are shared equally, but the prevailing party recovers its reasonable costs and attorney fees.
   • SPA is governed by New York law; disputes are arbitrated in Hong Kong under HKIAC rules.
   • Each party waives jury trial in any action by any party against another.
   • Company will deliver a book-entry account statement for the Purchase Shares at Closing.
   • At Closing the Purchaser's only delivery is this Agreement duly executed by the Purchaser.
   • Closing takes place remotely through exchange of signature pages and documents electronically or by facsimile, on the date of the Agreement or a later date mutually agreed upon by all parties.
   • Until the Purchase Price per Share is paid in full, the Share is nil paid, the holder remains liable to the Company for the unpaid amount, and the Share may be liable to forfeiture under the Memorandum and Articles.
   • Ogier opinion: Shares validly issued when entered on the register; fully paid and non-assessable only upon receipt of full Purchase Price.
   • Unanimous written resolutions of the directors passed on 20 October 2026 approved the Offering, the Transaction Documents and the Prospectus Supplement.
   • Company expects to receive approximately US$19.5 million only if each Investor pays the purchase price in full.
   • SPA purchase price per share may not be less than the US$0.0625 par value of a Class A Ordinary Share.
   • Company reserved from its duly authorized share capital the maximum number of Class A Ordinary Shares issuable pursuant to the SPA.
   • Company represents it has not received notice from any Governmental Entity challenging its SOX certifications.
   • Company represents neither it nor its auditors identified any unremediated significant deficiency, material weakness, or management fraud.
   • Company represents no suspension or cancellation of Company Permits is pending or threatened.
   • Company represents it owns directly or indirectly all Subsidiaries' equity free of Liens, validly issued and fully paid.
   • Company represents all Subsidiaries' outstanding shares were issued in compliance with securities laws.
   • Company represents no stop order suspending the Registration Statement or Prospectus has been issued or threatened.
   • Company represents no judgment, injunction, order or decree binding on it would reasonably be expected to have a Material Adverse Effect.
   • Company represents it has taken reasonable steps to protect Trade Secrets; no known misappropriation.
   • Company represents the transaction will not cause grant of IP licenses, IP agreement termination rights, or IP Liens.
   • Company represents no conflicts, defaults or violations of Legal Requirements except those without Material Adverse Effect.
   • Company represents it and its Subsidiaries are in compliance with Sarbanes-Oxley requirements effective as of the date.
   • Company represents it maintains internal accounting controls providing reasonable assurance of reliable financial reporting.
   • Company Financials fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates and the consolidated results of operations.
   • Company SEC filings complied with Securities Act and Exchange Act requirements and contained no untrue statement of material fact.
   • No Subsidiary is required to file any forms, reports or other documents with the SEC.
   • All corporate action necessary for authorization, execution and delivery of the SPA and authorization, issuance, sale and delivery of the Purchase Shares has been taken prior to the date hereof.
   • Execution will not violate the Company's constitutional documents or conflict with any agreement or Legal Requirement.
   • Company is duly qualified and in good standing in each jurisdiction where required, except where failure would not be material.
   • Purchaser had the opportunity to ask questions of and receive answers from the Company.
   • Purchaser is not a party to any contract to sell, transfer or dispose of the Purchase Shares.
   • No consent, approval or authorization of any Governmental Entity is required for the Purchaser's execution and delivery of the SPA.
   • All corporate action on the part of the Purchaser necessary for authorization, execution and delivery of the SPA and performance of its obligations has been taken prior to the date hereof.
   • Closing condition: a final and complete form of the Prospectus Supplement is delivered to the Purchaser and filed by the Company within thirty (30) days after the Closing pursuant to Rule 424(b).
   • Closing condition: all authorizations, approvals or permits of any Governmental Entity required for lawful issuance, sale and purchase of the Purchase Shares and procurement of foreign exchange for payment of the Purchase Price are obtained and effective as of Closing.
   • Closing condition: Purchaser's representations and warranties in Section 4 are true and correct in all respects as of the Agreement date and Closing, and Purchaser performed and complied in all material respects with its covenants.
   • Company may terminate the SPA by written notice; termination is unavailable to a party whose action or failure caused the Closing failure.
   • Upon termination the SPA is void except for liability for prior breaches and Section 6 provisions, which survive.
   • SPA may not be amended, modified or terminated, and no rights or provisions waived, except with written consent of the Company and Purchaser.
   • No party may announce or acknowledge the SPA or transactions without the other parties' prior consent, not unreasonably withheld or delayed, except as required by Legal Requirements.
   • Arbitration parties each pay an equal share of costs and expenses and their own counsel fees; the prevailing party recovers from the non-prevailing party its reasonable costs and attorney fees.
   • SPA is governed by New York law; disputes are arbitrated in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules then in effect.
   • Each party waives jury trial in any action by any party against another.
   • At Closing the Company delivers a book-entry account statement for the Purchase Shares.
   • At Closing the Purchaser's only delivery is the SPA duly executed by the Purchaser.
   • Closing takes place remotely via electronic or facsimile exchange of signature pages and documents.
   • Until the Purchase Price is paid in full, each Share is nil paid, its holder remains liable for the unpaid amount, and the Share may be liable to forfeiture under the Memorandum and Articles.
   • Ogier opinion: Shares validly issued when entered on the register of members; fully paid and non-assessable only upon receipt of full Purchase Price.
   • Unanimous written resolutions of the directors passed on 20 October 2026 approved the Offering, the Transaction Documents and the Prospectus Supplement.