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1、F-1 1 ea0201967-05.htm REGISTRATION STATEMENTAs filed with the United States Securities and Exchange Commission onSeptember 27,2024RegistrationStatementNo.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_Intercont(C
2、ayman)Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)_Cayman Islands 4412 Not Applicable(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentifica
3、tion Number)Room 8501,11/F.,Capital Centre,151 Gloucester Road,Wanchai,Hong KongTel:+(852)-37521802(Address,includingzipcode,andtelephonenumber,includingareacode,ofRegistrantsprincip_Cogency Global Inc.122 East 42nd Street,18th FloorNew York,New York 10016(212)947-7200(Name,address,including zip cod
4、e,and telephone number,including areacode,of agent for service)_Copies to:Lan Lou,Esq.Jun He Law Offices LLCSuite 1919,630 Fifth AvenueNew York,NY 10111Tel:(917)661-8175 Mengyi“Jason”Ye,Esq.Yarona Yieh,Esq.Ortoli Rosenstadt LLP366 Madison Avenue,3rd FloorNewYork,NY10017Tel:+1(212)588-0022_Approximat
5、e date of commencement of proposed sale to the public:as soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933,check the fo
6、llowing box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,check the following box and list the Securities Act registration statement number of the earliereffective registration statement for the same offering.If this Form is a p
7、ost-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(d)un
8、der the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of theSecurities Actof1933.Em
9、erging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant t
10、o Section7(a)(2)(B)of the Securities Act._The term“new or revised financial accounting standard”refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April5,2012.The Registrant hereby amends this Registration Statement on such date or d
11、ates as may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the Registration Statement
12、shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to such Section8(a),may determine.Table of ContentsThe information in this preliminary prospectus is not complete and may bechanged.These securities may not be sold until the registration statementfiled with
13、 the United States Securities and Exchange Commission iseffective.This preliminary prospectus is not an offer to sell nor does itseek an offer to buy these securities in any jurisdiction where the offeror sale is not permitted.PRELIMINARY PROSPECTUS(Subject to Completion)Dated September 27,2024 Ordi
14、nary SharesIntercont(Cayman)LimitedThis is an initial public offering(this“Offering”)of ordinary shares,byIntercont(Cayman)Limited(“Intercont”),par value US$0.0001 per share(the“Ordinary Shares”).We currently anticipate the initial public offering price perOrdinary Share to be between US$and US$.Pri
15、or to this offering,there has been no public market for Interconts OrdinaryShares.We have applied for the listing of Interconts Ordinary Shares on the NasdaqCapital Market(“Nasdaq”)under the symbol“NCT.”This offering is contingent uponthe listing of Interconts Ordinary Shares on Nasdaq.At this time,
16、Nasdaq has notyet approved our application to list Interconts Ordinary Shares.There is noassurance that such application will be approved,and if our application is notapproved by Nasdaq,this offering would not be completed.Immediately prior to the completion of this offering,Interconts issued andout
17、standing share capital will consist of 25,000,001 Ordinary Shares.Each ofInterconts Ordinary Shares is entitled to one vote per share.See“Description ofShare Capital”commencing on page109.Intercont will register its Ordinary Sharesunder the Securities ExchangeActof1934,as amended.Intercont is an“eme
18、rging growth company”under applicable U.S.federalsecurities laws,and,as such are eligible for certain reduced publiccompany reporting requirements.See the section titled“ProspectusSummary Implications of Being an Emerging Growth Company”foradditional information.Intercont is a Cayman Islands holding
19、 company with no substantive operations.As usedin this prospectus,“we,”“us,”the“Group,”“our company,”and“our,”referto Intercont(Cayman)Limited,together as a group with its subsidiaries.Intercontcarries out its business primarily through its subsidiaries located in Asia.Investors in Interconts Ordina
20、ry Shares should be aware that they will not directlyhold equity interests in the operating subsidiaries,but solely hold equity interestsin Intercont,the Cayman holding company.This structure involves unique risks to theinvestors.If the structure changes or becomes disallowed by regulatory authoriti
21、es,Interconts operations could be materially and adversely affected,causingsignificant decline in the price of Interconts Ordinary Shares or rendering themworthless.For further information,see“Risk Factors Risks Related to OurCorporate Structure”commencing on page 27.As of the date of this prospectu
22、s,Intercont has one(1)direct subsidiary inSingapore,i.e.Singapore Openwindow Technology Pte.Ltd.(“Openwindow”or the“Singapore Subsidiary”),one(1)direct subsidiary in the British Virgin Islands,i.e.Fortune Ocean Holdings Limited(“Fortune Ocean”or the“BVI Subsidiary”),andfive(5)indirect subsidiaries 1
23、00%owned by Fortune Ocean in HongKong,includingTop Wisdom Shipping Management Co.,Limited(德威船务管理有限公司),a HongKongcompany formed on February1,2013(“Top Wisdom”),Top Creation International(HK)Limited(创宝国际(香港)有限公司),a HongKong company formed on July29,2011(“Top Creation”),Top Moral Shipping Limited(德 润 船
24、 务 有 限 公 司),a Hong Kongcompany formed on December12,2013(“Top Moral”),Top Legend Shipping Co.,Limited(德祥航运有限公司),a HongKong company formed on March6,2013(“Top Legend”),andMax Bright Marine Service Co.,Limited(耀光海事公估有限公司),a HongKong companyformed on April2,2014(“Max Bright,”and together with Top Wisdo
25、m,Top Creation,Top Moral,and Top Legend,the“Shipping Subsidiaries”or the“Hong KongSubsidiaries”).We are subject to certain legal and operational risks associated with our Hong KongSubsidiaries,including changes in demand,economic and political developments andregulatory changes in Hong Kong,which wi
26、ll have a significant effect on ourbusiness,results of operations and financial condition.Hong Kong is a specialadministrative region of the Peoples Republic of China(“PRC”)and the basicpolicies of the PRC regarding Hong Kong are reflected in the Basic Law of theHong Kong Special Administrative Regi
27、on of the Peoples Republic of China(the“Basic Law”),namely,Hong Kongs constitutional document,which providesHongKong with a high degree of autonomy and executive,legislative and independentjudicial powers,including that of final adjudication under the principle of“onecountry,two systems”.Accordingly
28、,we believe the laws and regulations of the PRCdo not currently have any material impact on our business,financial condition orresults of operations.However,there is no assurance that there will not be anychanges in the economic,political and legal Table of Contentsenvironment in HongKong in the fut
29、ure.To the extent applicable,all of the legaland operational risks associated in operating in the PRC also apply to the operationsof our Hong Kong Subsidiaries,and we face the risks and uncertainties associatedwith the complex and evolving PRC laws and regulations,as to whether and how therecent and
30、 future PRC government statements and regulatory developments(such asthose relating to data security or anti-monopoly)would be applicable to our HongKong Subsidiaries and us,and as to the possibilities that the PRC government mayexercise significant oversight over the conduct of business in Hong Kon
31、g.If there isany significant change to current political arrangements between PRC and HongKongor the PRC government exerts more oversight and control over Hong Kong-basedcompanies,a company operated in Hong Kong may face similar regulatory risks asthose operated in the mainland of China,including it
32、s ability to offer securities toinvestors,list its securities on a U.S.or other foreign exchange,conduct itsbusiness,accept foreign investment,move money out of Hong Kong to distributeearnings or pay dividends or to reinvest in its business outside of Hong Kong.Inlight of the foregoing,there are ris
33、ks and uncertainties which we cannot foresee,and policies,rules and regulations and the enforcement of laws in the PRC can changequickly with little or no advance notice,and our assertions and beliefs of the riskimposed by the PRC legal and regulatory system cannot be certain.There are risksthat the
34、 PRC government may intervene or influence our current and future operationsin Hong Kong at any time,or may exert more control over offerings conductedoverseas and/or foreign investment in issuers likes ourselves.If the PRC governmentintervenes or influences our current and future operations in Hong
35、 Kong in thefuture,the Chinese regulatory authorities may disallow the holding company structureof us,which would likely result in a material change in our operations and amaterial change in the value of the Ordinary Shares Intercont is registering forsale,including that it could cause the value of
36、such Ordinary Shares tosignificantly decline or become worthless.In addition,any actions by the PRCgovernment to exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in Hong Kong-based issuers could significantlylimit or completely hinder our ability t
37、o offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or beworthless.See“Risk Factors Risks Related to Doing Business in Hong Kong Ourbusiness,financial condition and results of operations,and/or the value ofInterconts Ordinary Shares or
38、our ability to offer or continue to offer securitiesto investors may be materially and adversely affected to the extent the laws andregulations of the PRC become applicable to a company such as us.”The main legislation in Hong Kong concerning data privacy is the Personal Data(Privacy)Ordinance(Chapt
39、er 486 of the Laws of Hong Kong)(the“PDPO”),whichregulates the collection,usage,storage,and transfer of personal data and imposes astatutory duty on data users to comply with the six data protection principlescontained therein.We confirm that,to the best of our knowledge,information,andbelief,as of
40、the date of this prospectus,each of the Hong Kong Subsidiaries hascomplied with the laws and requirements in respect of data privacy in Hong Kong.However,the laws on data privacy are constantly evolving and may be subject tovarying interpretations,resulting in uncertainties about the scope of ourres
41、ponsibilities in that regard.Failure to comply with the data privacy requirementsin a timely manner,or at all,may subject us or our Hong Kong Subsidiaries tovarious potential consequences,including government enforcement actions andinvestigations,fines,penalties,imprisonment and suspension or disrup
42、tion of theHong Kong Subsidiaries operations,as well as potential civil proceedings.See“Risk Factors Risks Related to Doing Business in Hong Kong Our ShippingSubsidiaries are subject to various evolving Hong Kong laws and regulations regardingdata privacy,which could subject them to government enfor
43、cement actions andinvestigations,fines,penalties,and suspension or disruption of their operations.”The Competition Ordinance(Chapter 619 of the Laws of Hong Kong)prohibits and detersundertakings in all sectors from adopting anti-competitive conduct which has theobject or effect of preventing,restric
44、ting,or distorting competition in Hong Kong.It provides for general prohibitions in three major areas of anti-competitive conductreferred to as the first conduct rule,the second conduct rule,and the merger rule.See“Risk FactorsRisks Related to Doing Business in HongKong Failure tocomply with Hong Ko
45、ng Competition Law may result in material and adverse effect onour business,financial condition and results of operations.”After consulting our counsel to Hong Kong law,Lawrence Chan&Co.,we do notconsider the said data privacy and anti-competition laws and regulations in Hong Kongrestrict our abilit
46、y to conduct our business,accept foreign investment or imposelimitations on our ability to list on any U.S.or foreign stock exchange.Currently,we generate all of our revenues from our HongKong Subsidiaries.Cash maybe transferred among Intercont and its Hong Kong Subsidiaries,typically transferredthr
47、ough inter-company loans,to lend to and borrow from each other from time to timefor business operation purposes.For the six months ended December 31,2023 and theyears ended June 30,2022 and 2023,there were no loans between Intercont and itssubsidiaries,net cash transferred,Table of Contentsor transf
48、er of assets other than cash within our organization.For details,see“Summary of Combined Financial and Operating Data Condensed Combining Schedule Statement of Cash Flows.”Under the current laws of Hong Kong,except for therequirement of maintaining sufficient fund for the Hong Kong Subsidiaries to r
49、emainsolvent as a going concern and meet its contractual obligations owed to third partiesprohibiting or restricting dividend distributions,these HongKong Subsidiaries arenot subject to restrictions of distributing funds out of distributable profits to theholding company.As of the date of this prosp
50、ectus,none of our subsidiaries has made any dividendpayment or distribution to Intercont and Intercont has not made any dividends ordistributions to its shareholders,including any U.S.investors.During the yearended June 30,2023,the Groups Hong Kong subsidiaries declared and paid inaggregated of$3.8
51、million dividends to their original shareholders and the GroupsHong Kong subsidiaries subsequently declared and paid in aggregated of$11.8 milliondividends to their original shareholders by March 12,2024.As of the date of thisprospectus,no cash generated from one subsidiary is used to fund anothersu
52、bsidiarys operations and we do not anticipate any difficulties or limitations onour ability to transfer cash between subsidiaries.Other than discussed above,we donot have any cash management policies that dictate the amount of such funding amongour subsidiaries and investors.For details,see“Prospect
53、us Summary Implicationsof Being a Company with a Holding Company Structure Cash and Asset Flows throughOur Organization.”Intercont expects to continue to distribute earnings and settlethe service fees based on our business needs,and Intercont does not expect todeclare dividends in the foreseeable fu
54、ture.Intercont will determine the payment ofdividends and fund transfers based on the Group specific business needs inaccordance with the applicable laws and regulations.See“Dividend Policy.”According to the legal opinion of Lawrence Chan&Co.,our counsel to HongKong law,there are currently no such r
55、estrictions on foreign exchange and our ability totransfer cash or assets between Intercont and the Hong Kong Subsidiaries.Whilethere are currently no such restrictions on foreign exchange and our ability totransfer cash or assets between Intercont and the HongKong Subsidiaries,if certainPRC laws an
56、d regulations,including existing laws and regulations and those enactedor promulgated in the future,were to become applicable to us,and to the extent ourcash or assets are in Hong Kong or a Hong Kong entity(such as the Hong KongSubsidiaries),such funds or assets may not be available to fund operatio
57、ns or forother use outside of HongKong due to the imposition of restrictions,limitations,or procedures on transfer of funds or assets by the PRC government.Any limitation onthe ability of any of the HongKong Subsidiaries to pay dividends or make otherdistributions to its holding company could materi
58、ally and adversely limit our abilityto grow,make investments or acquisitions that could be beneficial to our business,pay dividends,or otherwise fund and conduct our business.In addition,if any of theHongKong Subsidiaries incurs debt on its own behalf in the future,the instrumentsgoverning such debt
59、 may restrict its ability to pay dividends.See“RiskFactors Risks Related to Doing Business in Hong Kong Intercont is anoffshore holding company incorporated in the Cayman Islands.As a holding companywith no material operations,Interconts operations are conducted by itssubsidiaries in Asia,currently
60、mostly in Hong Kong”commencing on page 29.We operate in a competitive industry and a highly competitive market.We may besubject to a variety of laws and other obligations regarding competition laws inHongKong,and any failure to comply with applicable laws and obligations could havea material and adv
61、erse effect on our business,financial condition and results ofoperations.We face significant competition in the market due to the presence of alarge amount shipping service providers.See“Risk Factors Risks Related toDoing Business in HongKongFailure to comply with HongKong Competition Lawmay result
62、in material and adverse effect on our business,financial condition andresults of operations”commencing on page 34.We are subject to a number of prohibitions,restrictions and potential delisting riskunder the Holding Foreign Companies Accountable Act,or the“HFCAA”.Pursuant tothe HFCAA and the related
63、 regulations,if we have filed an audit report issued by aregistered public accounting firm that the Public Company Accounting Oversight Board(the“PCAOB”)has determined that it is unable to inspect and investigatecompletely,the United States Securities and Exchange Commission(the“SEC”)willidentify us
64、 as a“Commission-identified Issuer,”and the trading of our securitieson any U.S.national securities exchange,as well as anyover-the-countertradingin the United States,will be prohibited if we are identified as a Commission-identified Issuer for two consecutiveyears.On December16,2021,the PCAOB issue
65、da report on its determinations that it is unable to inspect or investigate completelyPCAOB-registered public accounting firms headquartered in mainland China and inHongKong,because of positions taken by PRC authorities in those jurisdictions.Ourauditor,UHY LLP,an independent registered public accou
66、nting firm(“UHY”),is notamong the accounting firms.In August 2022,the PCAOB,the China SecuritiesRegulatory Commission,or the CSRC,and the Ministry of Finance of the PRC signed aStatement of Protocol(the“Statement Table of Contentsof Protocol”),which establishes a specific and accountable framework f
67、or the PCAOBto conduct inspections and investigations of PCAOB-governed accounting firms inmainland China and HongKong.On December15,2022,the PCAOB announced that it wasable to secure complete access to inspect and investigate PCAOB registered publicaccounting firms headquartered in mainland China a
68、nd HongKong completely in 2022.The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable toinspect or investigate completely registered public accounting firms headquartered inmainland China and HongKong.However,whether the PCAOB will continue to be able tosatisfactorily con
69、duct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties anddepends on a number of factors out of our and our auditors control.The PCAOBcontinues to demand complete access in mainland China and HongKong moving forwardand is
70、 making plans to resume regular inspections in early 2023 and beyond,as wellas to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider theneed to issue new determinations with the HFCAA,if needed.On Fe
71、bruary24,2023,the CSRC,the Ministry of Finance,the State Secrecy Administration,and the StateArchives Bureau jointly issued the Provisions on Strengthening Confidentiality andArchives Administration in Respect of Overseas Issuance and Listing of Securities byDomestic Enterprises,or the Provisions,wh
72、ich aim to standardize confidentiality andarchives administration in respect of direct or indirect overseas issuance ofsecurities by domestic enterprises of the PRC and came into effect on March 31,2023.Given that the Statement of Protocol and the Provisions have just been issuedand that official gu
73、idance and related implementation rules of the Provisions havenot been issued and the Provisions may be subject to further clarifications duringsubsequent implementation,should PRC authorities obstruct or otherwise fail tofacilitate the PCAOBs access in the future,the PCAOB may consider the need toi
74、ssue a new determination.However,if the PCAOB determines in the future that it nolonger has full access to inspect and investigate completely accounting firms inmainland China and HongKong and if we use an accounting firm headquartered in oneof these jurisdictions to issue an audit report on our fin
75、ancial statements filedwith the SEC by then,we may be identified as a Commission-Identified Issuerfollowing our filing of an annual report on Form20-F for the relevant fiscal year.There can be no assurance that we would not be identified as a Commission-IdentifiedIssuer for any future fiscal year,an
76、d if we were so identified for twoconsecutiveyears,we would become subject to the prohibition on trading under theHFCAA.If Interconts Ordinary Shares are prohibited from trading in theUnited States,there is no certainty that we will be able to list on a non-U.S.exchange or that a market for our shar
77、es will develop outside of theUnited States.A prohibition of being able to trade in the United States wouldsubstantially impair your ability to sell or purchase Interconts Ordinary Shareswhen you wish to do so,and the risk and uncertainty associated with delisting wouldhave a negative impact on the
78、price of Interconts Ordinary Shares.See“RiskFactors Risks Related to Interconts Ordinary Shares and this Offering Interconts Ordinary Shares may be prohibited from being traded on a nationalexchange under the Holding Foreign Companies Accountable Act if the PCAOB is unableto inspect our auditors.The
79、 delisting of Interconts Ordinary Shares,or the threatof their being delisted,may materially and adversely affect the value of yourinvestment.Furthermore,on June 22,2021,the U.S.Senate passed the AcceleratingHolding Foreign Companies Accountable Act,which was signed into law on December 29,2022,amen
80、ding the HFCAA to require the SEC to prohibit an issuers securities fromtrading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three”commencing on page 36 for adetailed discussion.We are aware that the PRC government recently initiat
81、ed a series of statements andregulatory developments to regulate business operations in the mainland of China,some of which were with little advance notice,including cracking down on illegalactivities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting n
82、ew measures to extend the scope of cybersecurity reviews,expanding the efforts in anti-monopoly enforcement.Because we conduct substantiallyall of our businesses in Hong Kong and Singapore and have no operations in themainland of China,we do not believe these statements and regulatory developmentswo
83、uld apply to us.However,should these statements or regulatory actions apply tous,including our HongKong operations,in the future,or if we expand our businessoperations into the mainland of China in some ways such that we become subject tothem to a greater extent,our ability to conduct our business,i
84、nvest into themainland of China as foreign investments or accept foreign investments,or list on aU.S.or other overseas exchange may be restricted.The failure to comply with thesePRC regulations could result in penalties and other regulatory actions against us andmay materially and adversely affect o
85、ur business and results of operations.Inaddition,the PRC government has significant authority to intervene or influence themainland of China or HongKong operations of an offshore holding company,such asours,at any time.These risks,together with uncertainties in the PRC legal systemand the interpreta
86、tion and enforcement of PRC laws,regulations,and policies,couldhinder our ability to offer or continue to offer Interconts Ordinary Shares,resultin a material adverse change to our business operations,and damage our reputation,which could cause Table of ContentsInterconts Ordinary Shares to signific
87、antly decline in value or become worthless.For a detailed description of risks relating to doing business in Hong Kong,see“Risk Factors Risks Related to Doing Business in Hong Kong”commencing onpage29.We are aware that,on February17,2023,the CSRC released the Trial AdministrativeMeasures of Overseas
88、 Securities Offering and Listing by Domestic Companies,or theTrial Measures,and five supporting guidelines,which came into effect on March31,2023.Pursuant to the Trial Measures,PRC domestic companies that seek to offer orlist securities overseas,both directly and indirectly,should fulfill the filing
89、procedure to the CSRC.On the sameday,the CSRC held a press conference for therelease of the Trial Measures and issued the Notice on Administration for the Filingof Overseas Offering and Listing by Domestic Companies,which,among others,clarifies that(i)a six-month transition period will be granted to
90、 PRC domesticcompanies which,prior to the effective date of the Trial Measures,have alreadyobtained the approval from overseas regulatory authorities or stock exchanges,suchas completion of registration in the market of the United States,but have notcompleted the overseas listing;and(ii)PRC domestic
91、 companies that have alreadysubmitted valid applications for overseas offering and listing but have not obtainedapproval from overseas regulatory authorities or stock exchanges on or prior to theeffective date of the Trial Measures,may reasonably arrange the timing forsubmitting their filing applica
92、tions with the CSRC,and shall complete the filingbefore completion of their overseas offering and listing.To determine whether anoverseas offering and listing will be deemed as“the indirect overseas offering andlisting”by a PRC domestic company,the Trial Measures provides that(i)anyoverseas offering
93、 and listing made by an issuer that meets both the followingexplicit criteria will be determined as an“indirect overseas offering and listing”:(a)50%or more of the issuers operating revenue,total profit,total assets or netassets as documented in its audited consolidated financial statements for the
94、mostrecent accounting year is accounted for by PRC domestic companies(“Criteria A”),and(b)the main parts of the issuers business activities are conducted in mainlandChina,or its main places of business are located in mainland China,or the seniormanagers in charge of its business operation and manage
95、ment are mostly Chinesecitizens or domiciled in mainland China;and(ii)the determination as to whether ornot an overseas offering and listing by a PRC domestic company is an“indirectoverseas offering and listing”,shall be made on a“substance over form”basis(the“Discretional Clause”).We do not believe
96、 that we are subject to the Trial Measuresbecause we conduct substantially all of our businesses in HongKong and Singapore,and have no operations in the mainland of China and our operating revenue,totalprofit,total assets or net assets were not derived from PRC domestic companies.Weare also advised
97、by our PRC legal counsel,Jingtian&Gongcheng,that the possibilityfor us to be subject to the filing under the Trial Measures is low because we have nooperation in mainland China and dont meet Criteria A,and Jingtian&Gongchengcurrently has no grounds to believe that the Discretional Clause would apply
98、 to us,however,Jingtian&Gongcheng cannot rule out the possibility that CSRC would take adifferent view when determining whether to apply the Discretional Clause on us.As aresult,if we are determined by the CSRC that we shall complete the filing based onthe Discretional Clause or.As a result,if we ar
99、e determined by the CSRC that weshall complete the filing based on the Discretional Clause and later required tofulfill the filing procedure with the CSRC,we cannot guarantee that we will completethe CSRC filing procedure.For a description of relevant risks related to thisoffering,see“Risk FactorsRi
100、sks Related to Interconts Ordinary Shares andthis OfferingAlthough we do not believe we are required to file with the ChinaSecurities Regulatory Commission for this offering under the Trial AdministrativeMeasures of Overseas Securities Offering and Listing by Domestic Enterprisespromulgated in Febru
101、ary 2023,if we are required to do so,we cannot assure you thatwe will be able to timely make such filing,in which case we may face sanctions bythe CSRC or other PRC regulatory agencies for failure to timely filing for thisoffering”commencing on page 37.Lawrence Chan&Co.,our counsel with respect to H
102、ongKong law,has advised us thatjudgment of UnitedStates courts will not be directly enforced in HongKong.Thereare currently no treaties or other arrangements providing for reciprocal enforcementof foreign judgments between Hong Kong and the U.S.However,an action can bebrought upon a foreign judgment
103、 in Hong Kong courts.That is to say,a foreignjudgment itself may form the basis of a cause of action since the judgment may beregarded as creating a debt between the parties to it.In an action for enforcementof a foreign judgment in Hong Kong,the enforcement is subject to variousconditions,including
104、 but not limited to,that the foreign judgment is a finaljudgment conclusive upon the merits of the claim,the judgment is for a liquidatedamount in a civil matter and not in respect of taxes,fines,penalties,or similarcharges,the proceedings in which the judgment was obtained were not contrary tonatur
105、al justice,and the enforcement of the judgment is not contrary to public policyof HongKong.Such a judgment must be for a fixed sum and must also come from a“competent”court as determined by the private international law rules applied bythe HongKong courts.The defenses that are available to Table of
106、Contentsa defendant in an action in HongKong brought on the basis of a foreign judgmentinclude lack of jurisdiction,breach of natural justice,fraud,and contrary topublic policy.However,a separate legal action for debt must be commenced inHongKong in order to recover such debt from the judgment debto
107、r.See“Risk Factors”beginning on page 16 to read about factors you shouldconsider before buying the Ordinary Shares.Neither the Securities and Exchange Commission nor any other regulatorybody has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus.Any
108、 representation to the contraryis a criminal offense.PerOrdinaryShare TotalPublic offering price US$US$Underwriting discounts(1)(2)US$US$Proceeds,before expenses,to us(3)(4)US$US$_(1)For a description of compensation payable to the underwriters,see“Underwriting.”(2)Represents underwriting discounts
109、of seven percent(7%)(or$per Ordinary Share),of grossproceeds of this offering.Does not include a non-accountable expense allowance equal to onehalf of one percent(0.5%)of the gross proceeds received by Intercont from the sales of theOrdinary Shares in this offering payable to the underwriters.See“Un
110、derwriting”for allcompensation to be paid to the underwriters.(3)Assumes no exercise of the underwriters option to purchase additional Ordinary Shares.(4)Excludes fees and expenses payable to the underwriters.See“Underwriting UnderwritingDiscounts and Expenses.”The underwriters have a 45-day option
111、to purchase up to an additional OrdinaryShares equal to fifteen percent(15%)of the total number of Ordinary Shares sold byIntercont at the initial public offering price in this offering less the underwritingdiscounts.In addition to the underwriting discounts and expenses listed above,Intercont hasag
112、reed to issue,upon closing of this offering,warrants to Kingswood CapitalPartners,LLC,acting as the representative of the underwriters(the“Representative”),or its designees,exercisable at any time and from time totime,in whole or in part,during the four-and-a-half year period commencing sixmonths fo
113、llowing the closing date of this offering,entitling the Representative topurchase five percent(5%)of the total number of Ordinary Shares sold by Intercontin this offering(including any Ordinary Shares sold as a result of the exercise ofthe underwriters over-allotment option)at a per share price equa
114、l to 120%of theinitial public offering price(the“Representatives Warrants”).The registrationstatement of which this prospectus forms a part also covers the RepresentativesWarrants and the Ordinary Shares issuable upon the exercise thereof.The underwriters expect to deliver the Ordinary Shares agains
115、t payment inU.S.dollars in NewYork,NY on,2024.Kingswood Capital Partners,LLCThe date of this prospectus is,2024 Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 11SUMMARY OF COMBINED FINANCIAL AND OPERATING DATA 13RISK FACTORS 16SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENT
116、S 46USE OF PROCEEDS 47DIVIDEND POLICY 48CAPITALIZATION 49DILUTION 50ENFORCEABILITY OF CIVIL LIABILITIES 52MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 54INDUSTRY OVERVIEW 70BUSINESS 82REGULATIONS 92MANAGEMENT 100PRINCIPAL SHAREHOLDERS 105RELATED PARTY TRANSACTI
117、ONS 107DESCRIPTION OF SHARE CAPITAL 109SHARES ELIGIBLE FOR FUTURE SALE 117TAXATION 119UNDERWRITING 124EXPENSES RELATED TO THIS OFFERING 133LEGAL MATTERS 134EXPERTS 134WHERE YOU CAN FIND ADDITIONAL INFORMATION 134INDEX TO COMBINED FINANCIAL STATEMENTS F-1No dealer,salesperson or other person is autho
118、rized to give anyinformation or to represent anything not contained in this prospectus or inany free writing prospectus we may authorize to be delivered or madeavailable to you.You must not rely on any unauthorized information orrepresentations.This prospectus is an offer to sell only the OrdinarySh
119、ares offered hereby,but only under circumstances and in jurisdictionswhere it is lawful to do so.The information contained in this prospectusis current only as of the date of this prospectus,regardless of the timeof delivery of this prospectus or of any sale of the Ordinary Shares.Neither we nor any
120、 of the underwriters have done anything that would permit thisoffering or possession or distribution of this prospectus or any filed free writingprospectus in any jurisdiction where action for that purpose is required,other thanin the UnitedStates.Persons outside the UnitedStates who come into posse
121、ssion ofthis prospectus or any filed free writing prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Ordinary Shares and thedistribution of this prospectus or any filed free writing prospectus outside of theUnitedStates.Until,2024(the 25thday after t
122、he date of this prospectus),all dealers thatbuy,sell or trade the Ordinary Shares,whether or not participating in thisoffering,may be required to deliver a prospectus.This is in addition to theobligation of dealers to deliver a prospectus when acting as underwriters and withrespect to their unsold a
123、llotments or subscriptions.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read inconjunction with,the more detailed information and financial statements appearingelsewhere in this prospectus.In addition to this summary,we urge you to read thee
124、ntire prospectus carefully,especially the risks of investing in IntercontsOrdinary Shares discussed under“Risk Factors”and information contained in“Managements Discussion and Analysis of Financial Condition and Results ofOperations”before deciding whether to buy Interconts Ordinary Shares.As used in
125、this prospectus,“we,”“us,”“the Group,”and“our,”refer to Intercont(Cayman)Limited,together as a group with its subsidiaries.In addition,thisprospectus contains information from a report prepared by Frost&Sullivan,athird-party market research firm,to provide information on our industry and marketposit
126、ion.Our MissionWe aim to leave green footprints across the oceans through our maritime shippingand seaborne pulping operation.Our Corporate History and StructureIntercont is a Cayman exempted company formed on July4,2023.On March 27,2024,Intercont completed a reorganization of its corporate structur
127、e.Intercont owns a100%equity interest in each of Fortune Ocean Holdings Limited,a British VirginIslands holding company formed on January22,2024(“Fortune Ocean”or the“BVISubsidiary”),and Singapore Openwindow Technology Pte.Ltd.,a Singapore privatecompany limited by shares formed on July 28,2023(“Ope
128、nwindow”or the“Singapore Subsidiary”).On March 14,2024,Fortune Ocean became the 100%owner of Top Wisdom ShippingManagement Co.,Limited(德威船务管理有限公司),a HongKong company formed onFebruary1,2013(“Top Wisdom”),Top Creation International(HK)Limited(创宝国际(香 港)有 限 公 司),a Hong Kong company formed on July 29,20
129、11(“TopCreation”),Top Moral Shipping Limited(德润船务有限公司),a HongKong companyformed on December12,2013(“Top Moral”),Top Legend Shipping Co.,Limited(德祥航运有限公司),a HongKong company formed on March6,2013(“Top Legend”),andMax Bright Marine Service Co.,Limited(耀光海事公估有限公司),a HongKong companyformed on April 2,20
130、14(“Max Bright,”and together with Top Wisdom,TopCreation,Top Moral,and Top Legend,the“Shipping Subsidiaries”or the“HongKong Subsidiaries”).The Group has conducted its international maritime shipping business through theShipping Subsidiaries since 2011.Openwindow plans to launch its seaborne pulpingb
131、usiness by the first quarter of calendar year 2025.The following diagram illustrates our corporate structure,including oursubsidiaries before and after this offering.1Table of ContentsOverviewThe Group operates its global maritime shipping services through its ShippingSubsidiaries.The Groups global
132、maritime shipping business consists of two revenuestreams,time chartering and vessel management services.The Groups globalmaritime shipping business generated US$12.4 million,US$32.4 million andUS$31.3 million revenue in the six months ended December 31,2023,thefiscalyears ended June 30,2023 and 202
133、2,respectively,which constitute 100%ofthe Groups revenue.The Group expects to see steady growth in the global maritimeshipping business.The Group plans to operate its seaborne pulping business through Openwindow andbuild its seaborne pulping business upon its long-established global maritimeshipping
134、 operations.Via a combination of self-owned vessels and partnership withother shipowners for leased-in vessels,the Group expects to launch the seabornepulping business by the first quarter of calendar year 2025.Competitive AdvantagesWe believe the following competitive strengths have contributed and
135、 will continueto contribute to our success.Global maritime shipping ServicesEstablished Track Record in Global maritime shipping.Our ShippingSubsidiaries and management team have been in the global maritime shippingbusiness for over a decade.Over the years,our Shipping Subsidiarieshave maintained st
136、able business relationships with critical suppliers andcustomers.Strong Balance Sheet Positioned for Additional Growth.The Group hasa well-capitalized balance sheet,and has maintained its liquidityposition throughout the downturn in shipping markets through prudentfinancial risk management.The Group
137、s moderate financial leverage,together with its current expectation of continued access to bankfinancing,has strongly positioned the Group to take advantage of furthergrowth opportunities.Experienced management team.The Group has an experienced team.Eachmanagement team member of the Shipping Subsidi
138、aries has over tenyears ofexperience in global maritime shipping.The management teams deepexperience and extensive relationships with ship owners,shippers,lenders,insurers,and other industry participants facilitate the smoothoperation of the global maritime shipping sector.Large cargo contracts base
139、 and strong relationships with keycounterparties.Intercont has built a significant base of cargocontracts.Intercont has also established strong long-term globalrelationships with shipping companies,shipyards,trading houses,andbrokers.Thus,Intercont has been able to match demands with supplies in ati
140、mely and efficient manner.In addition,a large cargo contracts basehelps Intercont to better position its routes geographically and enablesit to mitigate market volatility.Seaborne Pulping BusinessLight-asset business model.Unlike traditional shipping companies,Openwindow plans to operate the seaborn
141、e pulping business on a light-assetmodel.Openwindow expects to own only a limited number of pulping factoryships,but to lease most factory ships modified according to itsspecifications from shipowners.Under this model,Openwindow can quicklyscale up its business without incurring significant capital
142、expenditures.Product quality.Utilizing advanced equipment and procedures,Openwindow expects to be able to deliver high-quality pulp.Openwindowspulp is expected to contain less undissolved fiber and impurities than theChinese national standard,making it readily available for the downstreampaper mills
143、 processing without further treatment.The higher qualitypulp is expected to provide Openwindow an edge against some of itscompetitors.Targeted market.Openwindows pulp is expected to be suitable formaking paper containers and packages,widely used in the logistics anddelivery industry.With a large vol
144、ume of online shopping transactions,Asias market has a corresponding appetite for packaging materials.Openwindow expects to benefit from this specific segment of market.2Table of ContentsGrowth StrategiesGlobal maritime shipping BusinessOrganically grow our fleet.Our Shipping Subsidiaries plan toorg
145、anically grow our fleet to increase our revenue and meet increasingdemands.Our Shipping Subsidiaries expect to acquire two(2)additionalvessels in the upcoming fiveyears but our Shipping Subsidiaries have notentered into any contracts of acquisition of vessels as of the date ofthis prospectus.Improve
146、 operation efficiency.We plan to improve the efficiency ofour operations,by introducing more advanced technology to empower thechartering service.By better connecting the needs of shipowners andcharters,as well as more efficiently arranging the vessel space,weexpect to further increase the profit ma
147、rgin of the chartering business.Consolidate the financial conditions.Some of our ShippingSubsidiaries vessels are financed,subjecting us to potential risks frominterest rate changes and market volatilities.We plan to adjust ourcapital structure based on the outcome of our operations and marketcondit
148、ions to reduce risks.Seaborne Pulping businessIncrease the number of pulping factory ships.Openwindow isnegotiating with a shipowner to set up a factory ship with specificspecifications for its seaborne pulping operations.After it launches andoperates steadily,Openwindow expects to duplicate the mod
149、el to newfactory ships.Openwindow expects to attain a fleet of eight(8)leased-inand self-owned factory ships by the end of fiscal year 2027.Openwindowhas not entered into any contracts to lease or acquire factory ships as ofthe date of this prospectus.Expand product lines.The current designs of Open
150、windows equipmentand technology are expected to work best for making pulp out of oldcorrugated containers.Openwindow plans to improve its technology tomanufacture pulp out of other materials and for other purposes.Acquire more customers.Openwindows seaborne pulping business isat an early stage.To fu
151、rther grow its business,Openwindow expects toexpand its customer base for higher bargaining power and flexibility.Risks FactorsInvesting in Interconts Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus before making aninvestment in Inter
152、conts Ordinary Shares.We set forth below a summary of theprincipal risks and challenges we face,organized under relevant headings.Theserisks are discussed more fully in the section titled“Risk Factors.”Risks related to our business and industryRisks and uncertainties relating to our business and ind
153、ustry include,but are notlimited to,the following:The business of our Shipping Subsidiaries could be negatively impacted bythe cyclical nature of the shipping industry.We face certain risks related to our transaction arrangements with ouraffiliates.The profitability and growth of our Shipping Subsid
154、iaries are contingenton the demand for shipping vessels and global economic conditions,withconsumer confidence and spending playing a crucial role in influencingshipping volume and charter rates.The volatility or potential increase incharter hire rates for shipping vessels could negatively impact ou
155、rShipping Subsidiaries profitability.Interconts Shipping Subsidiaries operate in a highly competitive globalmaritime shipping industry and if they do not compete successfully withnew entrants or established companies with greater resources,its shippingbusiness growth and results of operations may be
156、 adversely affected.Global events,such as terrorist attacks and regional conflicts,have thepotential to significantly impact Interconts business,financial status,operational results,and cash flows.The paper product industry is cyclical in nature.Fluctuations in theprices of,and the demand for,our se
157、aborne pulping products could resultin lower sales volumes and smaller profit margins.3Table of ContentsOur seaborne pulping business is still in early stages,and may notoperate profitably,if at all.Our seaborne pulping business may not comply with all the import/exportlaws and regulations.Risks rel
158、ated to our corporate structureIntercont(Cayman)Limited is a Cayman Islands holding company with no substantiveoperations.Intercont currently carries out its business primarily through itsShipping Subsidiaries.Intercont and holders of Interconts securities(includingthe Ordinary Shares)are therefore
159、subject to various legal and operational risksand uncertainties related to Interconts corporate structure,which would result ina material adverse change in our operations,cause the value of any securitiesIntercont offers to significantly decline or become worthless.Such risks anduncertainties includ
160、e,but are not limited to,the following:Cayman Islands economic substance requirements may have an effect on ourbusiness and operations.See“Risk Factors Risks Related to OurCorporate StructureCayman Islands economic substance requirements mayhave an effect on our business and operations”commencing on
161、 page 27.As Intercont is incorporated under Cayman Islands law,you may facedifficulties in protecting your interests,and your ability to protectyour rights through U.S.courts may be limited.See“RiskFactorsRisks Related to Our Corporate StructureAs Intercont isincorporated under the Cayman Islands la
162、w,you may face difficulties inprotecting your interests,and your ability to protect your rights throughU.S.courts may be limited.”commencing on page 28.Intercont will rely on dividends and other distributions on equity paid byits subsidiaries to fund its cash and financing requirements,and anylimita
163、tion on the ability of its subsidiaries to make payments to it couldhave a material adverse effect on its ability to conduct its business.Moreover,to the extent that cash is in Interconts subsidiaries inHongKong,there is a possibility that the funds may not be available tofund our operations or for
164、other uses outside of Hong Kong due tointerventions or the imposition of restrictions and limitations by theHongKong laws or the PRC government on the ability to transfer cash outof Hong Kong or a Hong Kong entity.See“Risk FactorsRisks Relatedto Our Corporate StructureIntercont will rely on dividend
165、s and otherdistributions on equity paid by its subsidiaries to fund its cash andfinancing requirements,and any limitation on the ability of itssubsidiaries to make payments to it could have a material adverse effecton its ability to conduct its business.Moreover,to the extent that cashis in Intercon
166、ts subsidiaries in Hong Kong,there is a possibility thatthe funds may not be available to fund our operations or for other usesoutside of Hong Kong due to interventions or the imposition ofrestrictions and limitations by the Hong Kong laws or the PRC governmenton the ability to transfer cash out of
167、Hong Kong or a Hong Kong entity.”commencing on page 28.Risks related to doing business in HongKongWe face various legal and operational risks and uncertainties related to beingbased in and having significant operations in HongKong and are therefore subjectto risks associated with doing business in H
168、ong Kong generally.Risks anduncertainties related to doing business in China could result in a material adversechange in our operations,significantly limit or completely hinder our ability tocomplete this offering or continue to offer securities to investors and cause thevalue of such securities to
169、significantly decline or become worthless.Such risksand uncertainties include,but not limited to,the following:We currently operate principally in HongKong,and adverse economic orother events affecting the region or any significant worsening to thepresent global economic condition could significantl
170、y impact our business.See“Risk Factors Risks Related to Doing Business in HongKong We currently operate principally in Hong Kong,and adverseeconomic or other events affecting the region or any significant worseningto the present global financial condition could significantly impact ourbusiness”comme
171、ncing on page 30.Potential political and economic instability in HongKong may adverselyimpact our results of operations.We may also face the risk that changesin the policies of the PRC government could have a significant impact uponthe business we conduct in Hong Kong and the profitability of suchbu
172、siness.See“Risk FactorsRisks Related to Doing Business in HongKongPotential political and economic4Table of Contentsinstability in Hong Kong may adversely impact our results of operations.We may also face the risk that changes in the policies of the PRCgovernment could have a significant impact upon
173、 the business we conduct inHong Kong and the profitability of such business”commencing on page 31.The enactment of the law of the PRC on Safeguarding National Security inthe Hong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our HongKong Subsidiaries,which may a
174、ffecta substantial part of our business.See“Risk Factors Risks Related toDoing Business in Hong KongThe enactment of the law of the PRC onSafeguarding National Security in the Hong Kong Special AdministrativeRegion(the“Hong Kong National Security Law”)could impact oursubsidiaries in Hong Kong,which
175、may affect a substantial part of ourbusiness”commencing on page 31.The Chinese government may exercise significant oversight and discretionover the conduct of our Hong Kong Subsidiaries business and mayintervene in or influence their operations at any time,which could resultin a material change in t
176、heir operations and/or the value of IntercontsOrdinary Shares.See“Risk FactorsRisks Related to Doing Business inHong KongThe Chinese government may exercise significant oversightand discretion over the conduct of our subsidiaries business and mayintervene in or influence their operations at any time
177、,which could resultin a material change in their operations and/or the value of Intercontsordinary shares”commencing on page 32.Risks related to Interconts Ordinary Shares and this offeringIn addition to the risks described above,we are subject to the following risksrelating to Interconts Ordinary S
178、hares and this offering,including,but notlimited to,the following:Interconts Ordinary Shares may be prohibited from being traded on anational exchange under the Holding Foreign Companies Accountable Act ifthe PCAOB is unable to inspect our auditors.The delisting of IntercontsOrdinary Shares,or the t
179、hreat of their being delisted,may materially andadversely affect the value of your investment.Furthermore,on June22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December29,2022,amendingthe HFCAA to require the SEC to prohibit an is
180、suers securities fromtrading on any U.S.stock exchanges if its auditor is not subject toPCAOB inspections for two consecutiveyears instead of three.See“RiskFactors Risks Related to Interconts Ordinary Shares and thisOffering Interconts Ordinary Shares may be prohibited from beingtraded on a national
181、 exchange under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of Interconts Ordinary Shares,or the threat of their beingdelisted,may materially and adversely affect the value of yourinvestment.Furthermore,on June 22,2021,the U.S.Senate passe
182、d theAccelerating Holding Foreign Companies Accountable Act,which was signedinto law on December 29,2022,amending the HFCAA to require the SEC toprohibit an issuers securities from trading on any U.S.stock exchangesif its auditor is not subject to PCAOB inspections for two consecutiveyears instead o
183、f three”commencing on page 36.Although we do not believe we are required to file with the ChinaSecurities Regulatory Commission for this offering under the TrialAdministrative Measures of Overseas Securities Offering and Listing byDomestic Enterprises promulgated in February2023,if we are required t
184、odo so,we cannot assure you that we will be able to timely make suchfiling,in which case we may face sanctions by the CSRC or other PRCregulatory agencies for failure to timely filing for this offering.See“Risk FactorsRisks Related to Interconts Ordinary Shares and thisOfferingAlthough we do not bel
185、ieve we are required to file with theChina Securities Regulatory Commission for this offering under the TrialAdministrative Measures of Overseas Securities Offering and Listing byDomestic Enterprises promulgated in February 2023,if we are required todo so,we cannot assure you that we will be able to
186、 timely make suchfiling,in which case we may face sanctions by the CSRC or other PRCregulatory agencies for failure to timely filing for this offering”commencing on page 37.Although we do not believe we are subject to the review by the CAC orother PRC cybersecurity authorities because we have no ope
187、rations in themainland of China nor do we possess or process personal information frommore than one million users,in light of recent events indicating greateroversight by the CAC over data security,we may be subject to a variety ofPRC laws and other obligations regarding cybersecurity and dataprotec
188、tion,and any failure to comply with applicable laws and obligationscould have a material adverse effect on our business and the listing ofInterconts Ordinary Shares.See“Risk Factors Risks Related toInterconts Ordinary Shares and this Offering Although we do notbelieve we are subject to the review by
189、 the CAC or other PRC cybersecurityauthorities because we have no operations in the mainland of China5Table of Contentsnor do we possess or process personal information from more than onemillion users,in light of recent events indicating greater oversight bythe CAC over data security,we may be subje
190、ct to a variety of PRC laws andother obligations regarding cybersecurity and data protection,and anyfailure to comply with applicable laws and obligations could have amaterial adverse effect on our business and the listing of IntercontsOrdinary Shares”commencing on page 37.There has been no public m
191、arket for Interconts Ordinary Shares prior tothis offering,and you may not be able to resell Interconts OrdinaryShares at or above the price you paid,or at all.See“RiskFactors Risks Related to Interconts Ordinary Shares and thisOffering There has been no public market for Interconts OrdinaryShares p
192、rior to this offering,and you may not be able to resellInterconts ordinary share at or above the price you paid,or at all.”commencingonpage38.Interconts Ordinary Shares may encounter substantial volatility in itsprice,unrelated to our actual or anticipated operational performance,financial health,or
193、 prospects,posing challenges for potential investorsin evaluating the rapidly changing value of Interconts Ordinary Shares.See“Risk FactorsRisks Related to Interconts Ordinary Shares andthis OfferingInterconts Ordinary Shares may encounter substantialvolatility in its price,unrelated to our actual o
194、r anticipatedoperational performance,financial health,or prospects,posing challengesfor potential investors in evaluating the rapidly changing value ofInterconts Ordinary Shares”commencing on page 38.Implications of Being a Company with a Holding Company StructureIntercont is a holding company incor
195、porated in the Cayman Islands.As a holdingcompany with no material operations,Intercont conducts all of its operationsthrough its subsidiaries in Hong Kong and Singapore.Because of our corporatestructure as a Cayman Islands holding company with operations conducted through oursubsidiaries in Asia,it
196、 involves unique risks to investors.Investors in ourInterconts Ordinary Shares should be aware that they will not and may neverdirectly hold equity interests in the operating subsidiaries,but rather purchasingequity solely in Intercont,the Cayman Islands holding company.Furthermore,shareholders may
197、face difficulties enforcing their legal rights under UnitedStatessecurities laws against Interconts directors and officers who are located outsideof the UnitedStates.Cash and Asset Flows through Our OrganizationAs of the date of this prospectus,we conduct all of our revenue-generatingoperation activ
198、ities through our wholly owned subsidiaries in Hong Kong.As aresult,all of our revenues are received by our Hong Kong Subsidiaries.As of the date of this prospectus,none of the Hong Kong Subsidiaries has made anydividend payment or distribution to Intercont and Intercont has not made anydividends or
199、 distributions to its shareholders.During the year ended June 30,2023,the Groups Hong Kong Subsidiaries declared and paid in aggregated of$3.8million dividends to their original shareholders and the Groups Hong KongSubsidiaries subsequently declared and paid in aggregated of$11.8 milliondividends to
200、 their original shareholders by March 12,2024.As of the date of thisprospectus,no cash generated from one subsidiary is used to fund anothersubsidiarys operations and we do not anticipate any difficulties or limitations onour ability to transfer cash between subsidiaries.Other than discussed above,w
201、edo not have any cash management policies that dictate the amount of such fundingamong our subsidiaries.Cash may be transferred among Intercont and its subsidiaries,and they may lend toand borrow from each other from time to time for business operation purposes.Forthe six months ended December 31,20
202、23 and the years ended June 30,2022 and 2023,no inter-company cash transfers or transfers of other assets have occurred amongIntercont and its subsidiaries.For details,see“Summary of Combined Financial andOperating Data Condensed Combining Schedule Statement of Cash Flows.”Regulatory Permissions and
203、 Licenses for Our Operations in Hong Kong andThis OfferingIn spite of the recent developments in the PRC authorities regulatory acts,including the CSRCs promulgation of the Trial Measures on February17,2023,theCSRC,Ministry of Finance,and National Administration of State Secrets Protection,and Natio
204、nal Archives Administration of Chinas joint issuance of the Provisions onStrengthening the Confidentiality and Archive Management Work Relating to theOverseas Securities Offering and Listing by Domestic Enterprises on February24,2023,and the CACs promulgation of the Measures on Security Assessment o
205、f OutboundData Transfer on July 7,2022,we do not believe we are subject to suchregulations.We have no business operations in nor material connections with themainland of China.The offering of Interconts Ordinary Shares will likely not beregarded as an indirect overseas offering by PRC domestic compa
206、nies under the TrialMeasures and no filing6Table of Contentsprocedures required thereunder will be applicable.We are not required to obtainregulatory filings or approvals issued by competent industry authorities of themainland of China.In addition,we do not believe the offering of IntercontsOrdinary
207、 Shares requires any approval from or filing with any other authorities ofthe mainland of China.But due to the risk of change to current political arrangements between mainlandChina and Hong Kong,there are risks and uncertainties which we cannot foresee,andrules and regulations in the PRC can change
208、 quickly with little or no advancenotice.There are risks that the PRC government may intervene or influence ourcurrent and future operations in HongKong at any time,or may exert more controlover offerings conducted overseas and/or foreign investment in issuers likesourselves.The PRC government has s
209、ignificant authority to intervene or influencethe mainland of China or HongKong operations of an offshore holding company,suchas ours,at any time.If it is determined in the future that the approval orpermissions of the CSRC,the CAC or any other regulatory authority is required forthe business operat
210、ions and this offering and we do not receive or maintain theapprovals or permissions,or we inadvertently conclude that such approvals orpermissions are not required,or applicable laws,regulations,or interpretationschange such that we are required to obtain approvals or permissions in the future,thes
211、e risks,together with uncertainties in the PRC legal system and theinterpretation and enforcement of PRC laws,regulations,and policies,could hinderour ability to offer or continue to offer the shares of Interconts OrdinaryShares,result in a material adverse change to our business operations,and dama
212、geour reputation,which could cause Interconts Ordinary Shares to significantlydecline in value or become worthless.The Holding Foreign Companies Accountable ActPursuant to the HFCAA and related regulations,if we have filed an audit reportissued by a registered public accounting firm that the PCAOB h
213、as determined it isunable to inspect and investigate completely,the SEC will identify us as a“Commission-identified Issuer,”and the trading of our securities on anyU.S.national securities exchanges,as well as any over-the-countertrading in theUnited States,will be prohibited if we are identified as
214、a Commission-identified Issuer for two consecutive years.On December 16,2021,the PCAOBissued a report to notify the SEC of its determination that the PCAOB was unable toinspect or investigate completely registered public accounting firms headquarteredin mainland China and HongKong.Our auditor,UHY,is
215、 not among the accountingfirms.In August2022,the PCAOB,the CSRC and the Ministry of Finance of the PRCsigned the Statement of Protocol,which establishes a specific and accountableframework for the PCAOB to conduct inspections and investigations of PCAOB-governedaccounting firms in mainland China and
216、 HongKong.On December15,2022,the PCAOB vacated its previous 2021 determinations that thePCAOB was unable to inspect or investigate completely registered public accountingfirms headquartered in mainland China and HongKong.However,whether the PCAOBwill continue to be able to satisfactorily conduct ins
217、pections of PCAOB-registeredpublic accounting firms headquartered in mainland China and HongKongis subject to uncertainties and depends on a number of factors outside of our andour auditors control.The PCAOB continues to demand complete access in mainlandChina and HongKong moving forward and pursue
218、ongoing investigations and initiatenew investigations as needed.The PCAOB has also indicated that it will actimmediately to consider the need to issue new determinations with the HFCAA ifneeded.However,if the PCAOB determines in the future that it no longer has fullaccess to inspect and investigate
219、completely accounting firms in mainland China andHong Kong and if we use an accounting firm headquartered in one of thesejurisdictions to issue an audit report on our financial statements filed with theSEC by then,we may be identified as a Commission-Identified Issuer following ourfiling of an annua
220、l report on Form20-F for the relevant fiscal year.There can beno assurance that we would not be identified as a Commission-Identified Issuer forany future fiscal year,and if we were so identified for two consecutiveyears,wewould become subject to the prohibition on trading under the HFCAA.If Interco
221、ntsOrdinary Shares are prohibited from trading in the United States,there is nocertainty that we will be able to list on a non-U.S.exchange or that a market forour shares will develop outside of the UnitedStates.A prohibition of being ableto trade in the UnitedStates would substantially impair your
222、ability to sell orpurchase Interconts Ordinary Shares when you wish to do so,and the risk anduncertainty associated with delisting would have a negative impact on the price ofInterconts Ordinary Shares.For details,see“Risk FactorsRisks Related toInterconts Ordinary Shares and this Offering Intercont
223、s Ordinary Shares maybe prohibited from being traded on a national exchange under the Holding ForeignCompanies Accountable Act if the PCAOB is unable to inspect our auditors.Thedelisting of Interconts Ordinary Shares,or the threat of their being delisted,may materially and adversely affect the value
224、 of your investment.Furthermore,onJune 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act,which was signed into law on December 29,2022,amending the HFCAAto require the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor i
225、s not subject to PCAOB inspections for twoconsecutive years instead of three.”7Table of ContentsDividend PolicyInterconts board of directors has discretion on whether to distribute dividends,subject to certain restrictions under Cayman Islands law.In addition,Intercontsshareholders may by ordinary r
226、esolution declare a dividend,but no dividend mayexceed the amount recommended by its board of directors.In either case,alldividends are subject to certain restrictions under Cayman Islands law,namely thatIntercont may only pay dividends out of profits or share premium,and providedalways that in no c
227、ircumstances may a dividend be paid out of the share premiumaccount if this would result in Intercont being unable to pay its debts as theyfall due in the ordinary course of business immediately following the date on whichthe distribution is proposed to be paid.Even if Intercont decides to paydivide
228、nds,the form,frequency and amount will depend upon our future operationsand earnings,capital requirements and surplus,general financial condition,contractual restrictions and other factors that the board of directors may deemrelevant.Intercont has never declared or paid cash dividends and does not h
229、ave any presentplan to pay any cash dividends on its Ordinary Shares in the foreseeable futureafter this offering.During the year ended June 30,2023,the Groups subsidiariesdeclared and paid in aggregated of$3.8 million dividends to their originalshareholder controlled by the Controlling Shareholder
230、Group and the Groupssubsidiaries subsequently declared and paid in aggregated of$11.8 milliondividends to their original shareholder controlled by the Controlling ShareholderGroup by March 12,2024.We currently intend to retain most,if not all,of ouravailable funds and any future earnings to operate
231、and grow our business.Implications of Being an Emerging Growth CompanyIntercont is an“emerging growth company”,as defined in the“JOBS Act”,and itis eligible to take advantage of certain exemptions from various reporting andfinancial disclosure requirements that are applicable to other public compani
232、esthat are not emerging growth companies,including,but not limited to,(1)presenting only twoyears of audited financial statements and only twoyearsof related management discussion and analysis of financial conditions and resultsof operations in this prospectus,(2)not being required to comply with th
233、e auditorattestation requirements of Section404 of the Sarbanes-Oxley Actof2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements,and(4)exemptions fromthe requirements of holding a non-binding advisory vote on exec
234、utive compensationand shareholder approval of any golden parachute payments not previously approved.We intend to take advantage of these exemptions.As a result,investors may findinvesting in Interconts Ordinary Shares less attractive.In addition,Section107 of the JOBS Act also provides that an emerg
235、ing growthcompany can take advantage of the extended transition period provided inSection 7(a)(2)(B)of the Securities Act,for complying with new or revisedaccounting standards.As a result,an emerging growth company can delay theadoption of certain accounting standards until those standards would oth
236、erwiseapply to private companies.We intend to take advantage of such extended transitionperiod.Intercont could remain an emerging growth company for up to fiveyears,or untilthe earliest of(1)the lastday of the first fiscal year in which its annualgross revenues exceed$1.235 billion,(2)the date that
237、Intercont becomes a“large accelerated filer”as defined in Rule12b-2 under the ExchangeAct,whichwould occur if the market value of Intercont Ordinary Shares that is held by non-affiliates exceeds$700million as of the last businessday of its most recentlycompleted second fiscal quarter and Intercont h
238、as been publicly reporting for atleast 12 months,or(3)the date on which Intercont has issued more than$1billion in non-convertible debt during the preceding three-year period.Implications of Being a Foreign Private IssuerIntercont is a“foreign private issuer”within the meaning of the rules under the
239、Exchange Act.Accordingly,upon consummation of this offering,Intercont willreport under the ExchangeAct as anon-U.S.company with foreign private issuerstatus.As such,Intercont will be exempt from certain provisions of theExchangeAct that are applicable to U.S.domestic public companies,including:Inter
240、cont is not required to provide as many ExchangeAct reports,or asfrequently,as a domestic public company;for interim reporting,Intercont is permitted to comply solely with itshome country requirements,which are less rigorous than the rules thatapply to domestic public companies;Intercont is not requ
241、ired to provide the same level of disclosure oncertain issues,such as executive compensation;8Table of ContentsIntercont is exempt from provisions of RegulationFD aimed at preventingissuers from making selective disclosures of material information;Intercont is not required to comply with the section
242、s of the ExchangeActregulating the solicitation of proxies,consents or authorizations inrespect of a security registered under the ExchangeAct;andInterconts insiders are not required to comply with Section16 of theExchange Act requiring such individuals and entities to file publicreports of their sh
243、are ownership and trading activities and establishinginsider liability for profits realized from any“short-swing”tradingtransaction.Furthermore,Nasdaq Rule5615(a)(3)provides that a foreign private issuer,suchas Intercont,may rely on its home country corporate governance practices in lieuof certain o
244、f the rules in Nasdaq Rule5600 Seriesand Rule5250(d),providedthat Intercont nevertheless complies with Nasdaqs Notification of Noncompliancerequirement(Rule5625),the Voting Rights requirement(Rule5640),the DiverseBoard Representation Rule(Rule 5605(f),the Board Diversity Disclosure Rule(Rule5606)and
245、 that Intercont has an audit committee that satisfies Rule5605(c)(3),consisting of committee members that meet the independence requirements ofRule 5605(c)(2)(A)(ii).If Intercont relies on its home country corporategovernance practices in lieu of certain of the rules of Nasdaq,Intercontsshareholders
246、 may not have the same protections afforded to shareholders ofcompanies that are subject to all of the corporate governance requirements ofNasdaq.Intercont will be required to file an annual report on Form 20-F withinfourmonths of the end of each fiscal year.As a foreign private issuer,Intercontis n
247、ot generally required to provide quarterly financial information to theshareholders.However,once listed on Nasdaq,Intercont will be required to file aninterim balance sheet and income statement as of the end of our second quarter.These interim financial statements are not required to reconcile to US
248、 GAAP,butthey must be provided no later than 6months following the end of Intercontssecond quarter.Press releases relating to financial results and material eventswill also be furnished to the SEC on Form6-K.However,the information Intercontis required to file with or furnish to the SEC will be less
249、 extensive and lesstimely than that required to be filed with the SEC by U.S.domestic issuers.Aforeign private issuer that follows a home country practice in lieu of one or moreof the listing rules is required to disclose in its annual reports filed with theSEC each requirement that it does not foll
250、ow and describe the home country practicefollowed by the issuer in lieu of such requirements.If Intercont relies on itshome country corporate governance practices in lieu of certain of the rules ofNasdaq,its shareholders may not have the same protections afforded to shareholdersof companies that are
251、 subject to all of the corporate governance requirements ofNasdaq.If Intercont chooses to do so,Intercont may utilize these exemptions foras long as it continues to qualify as a foreign private issuer.Although Intercontis permitted to follow certain corporate governance rules that conform to CaymanI
252、slands requirements in lieu of many of Nasdaq corporate governance rules,currently,Intercont intends to comply with Nasdaq corporate governance rulesapplicable to foreign private issuers.Being a foreign private issuer and an emerging growth company also exemptsIntercont from certain more stringent e
253、xecutive compensation disclosure rules.Thus,even if Intercont no longer qualifies as an emerging growth company butremain a foreign private issuer,it will continue to be exempt from the morestringent compensation disclosures required of companies that are neither emerginggrowth companies nor foreign
254、 private issuers.Corporate InformationOur principal executive offices are located at Room 8501,11/F.,Capital Centre,151 Gloucester Road,Wanchai,Hong Kong,China.Our registered address is locatedat ICS Corporate Services(Cayman)Limited,3-212 Governors Square,23 Lime TreeBay Avenue,P.O.Box 30746,Seven
255、Mile Beach,Grand Cayman KY1-1203,CaymanIslands.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,NewYork,NewYork 10168.Investors should contact us for any inquiries through the address and telephonenumber of our principal executiv
256、e office.Our principal website ishttps:/.The information contained on our website is not apart of this prospectus.Legal ProceedingsNone of Intercont or its subsidiaries is currently a party to any material legal oradministrative proceedings.We may from time to time be subject to various legal oradmi
257、nistrative claims and proceedings arising in the ordinary course of business.Litigation or any other legal or administrative proceeding,regardless of theoutcome,is likely to result in substantial cost and diversion of our resources,including our managements time and attention.9Table of ContentsConve
258、ntions That Apply to This ProspectusUnless otherwise indicated,all numbers and financial information are presented inU.S.Dollars.“Exchange Act”refers to the Securities Exchange Act of 1934,asamended.“HongKong”or“HK”refers to the HongKong Special AdministrativeRegion of the Peoples Republic of China.
259、“HKD”,“HK$”or“H.K.Dollars”refers to the official legal currencyof HongKong.“PRC”or“China”refers to the Peoples Republic of China,includingHongKong Special Administrative Region(“HongKong”),Macau SpecialAdministrative Region(“Macau”)and Taiwan,for purposes of thisprospectus only;and in the future fil
260、ings of the Companys registrationstatements under the Securities Actof1933,as amended,or its periodicreports under the Securities Exchange Act of 1934,as amended,thedefinition of China or PRC will include HongKong,Macau or Taiwan.Andonly in the context of describing PRC laws,the PRC laws do not incl
261、udeany law,regulation,statute,rule,order,decree,notice,and supremecourts judicial interpretation or other legislation of the Hong KongSpecial Administrative Region,the Macau Special Administrative Region orTaiwan.“Securities Act”refers to the Securities Actof1933,as amended.“$”,“USD”,“US$”or“U.S.Dol
262、lars”refers to the official legalcurrency of the UnitedStates.Our reporting currency is U.S.dollars.Although our operations may expose us tocertain levels of foreign currency risk,our transactions are predominantlydenominated in U.S.dollar and a majority of the subsidiaries primary cash flowsare U.S
263、.dollar denominated.Transactions in currencies other than the functionalcurrency are translated at the exchange rate in effect at the date of eachtransaction.Differences in exchange rates during the period between the date atransaction denominated in a foreign currency is consummated and the date on
264、 whichit is either settled or translated,are recognized in the combined statements ofincome.Internet site addresses in this prospectus are included for reference only and theinformation contained in any website,including our website,is not incorporated byreference into,and does not form part of,this
265、 prospectus.10Table of ContentsTHE OFFERINGOffering price We currently estimate that the initial publicoffering price will be between US$and US$perOrdinary Share.Ordinary Shares offered byIntercont Ordinary Shares(or Ordinary Shares if theunderwriters exercise in full their option topurchase additio
266、nal Ordinary Shares).Ordinary Shares outstandingimmediately before thisoffering 25,000,001 Ordinary Shares.Ordinary Shares outstandingimmediately after thisoffering Ordinary Shares,(or Ordinary Shares if theunderwriters exercise their option to purchaseadditional Ordinary Shares in full,excluding th
267、eshares underlying the Representatives Warrants).The Ordinary Shares Each Ordinary Share has a par value of US$0.0001.You should carefully read“Description of OrdinaryShares”section in this prospectus to betterunderstand the terms of the Ordinary Shares.Option to purchase additionalOrdinary Shares I
268、ntercont has granted to the underwriters an option,exercisable within forty-five(45)days after theclosing of this offering,to purchase up to anaggregate of additional fifteen percent(15%)of thetotal number of Ordinary Shares sold by Intercont inthis offering at the initial public offering price,less
269、 underwriting discounts,solely for the purposeof covering over-allotments.Listing We have applied to have Interconts Ordinary Shareslisted on Nasdaq Capital Market under the symbol“NCT.”There is no assurance that such applicationwill be approved,and if our application is notapproved by Nasdaq,this o
270、ffering would not becompleted.Use of Proceeds Intercont estimates that it will receive netproceeds of approximately US$million from thisoffering,assuming an initial public offering priceof US$per Ordinary Shares,after deductingestimated underwriter discounts and estimatedoffering expenses payable by
271、 Intercont.Intercont intends to use the net proceeds from thisoffering to,among other things,(i)increase itsworking capital and financial flexibility to expandits fleet,procure raw materials,fund marketingactivities,and other general corporate purposes(approximately 35%of the offering proceeds),(ii)
272、develop onboard pulp manufacturing technologies toimprove yields(approximately 30%of the offeringproceeds),(iii)engage professionals to promote themaritime environmental,social and governancematters,or“ESG”,industrialization process andexplore the related commercial opportunities in themarket(approx
273、imately 20%of the offering proceeds),and(iv)expand the Companys research anddevelopment team,marketing team,and manufacturingteam(approximately 15%of the offering proceeds).None of the proceeds of this offering will be usedto compensate or otherwise make payments to officersor directors of Intercont
274、 or any of itssubsidiaries.See“Use of Proceeds”for additionalinformation.Risk Factors See“Risk Factors”and other information includedin this prospectus for a discussion of the risks youshould carefully consider before deciding to investin Interconts Ordinary Shares.11Table of ContentsLock-up Interco
275、nt has agreed,on behalf of itself and anysuccessor entity,for a period of 180 days from theclosing of this offering,not to(i)offer,pledge,sell,contract to sell,sell any option or contractto purchase,purchase any option or contract tosell,grant any option,right or warrant topurchase,lend,or otherwise
276、 transfer or dispose of,directly or indirectly,any of share capital ofIntercont or any securities that are convertibleinto or exercisable or exchangeable for sharecapital of Intercont,(ii)file or cause to be filedany registration statement with the SEC relating tothe offering of any share capital of
277、 Intercont orany securities convertible into or exercisable orexchangeable for of share capital of Intercont,(iii)complete any offering of our debt securities,other than entering into a line of credit with atraditional bank,or(iv)enter into any swap orother arrangement that transfers to another,inwh
278、ole or in part,any of the economic consequence ofownership of share capital of Intercont,whether anysuch transaction described in clause(i),(ii),(iii)or(iv)above is to be settled by delivery ofshare capital of Intercont or other securities,incash or otherwise without the prior written consentof the
279、Representative.Interconts directors,officers and any other 5%ormore shareholders of its outstanding securities(including warrants,options and other securitiesexercisable for or convertible into Ordinary Shares)have agreed,for a period of 180 days from thecommencement of sales of the securities issue
280、d inthis offering,subject to customary exceptions,notto offer,pledge,sell,contract to sell,sell anyoption or contract to purchase,purchase any optionor contract to sell,grant any option,right orwarrant to purchase,lend or otherwise transfer,ordispose of,directly or indirectly,any of sharecapital of
281、Intercont,without the prior writtenconsent of the Representative.See“Shares Eligiblefor Future Sale”and“Underwriting”for moreinformation.Representatives Warrants The registration statement of which this prospectusforms a part also registers for sale of the OrdinaryShares underlying the Representativ
282、es Warrants,exercisable at any time and from time to time,inwhole or in part,during the four-and-a-half yearperiod commencing six months following the closingdate of this offering,entitling the Representativeto purchase five percent(5%)of the total number ofOrdinary Shares sold by Intercont in this
283、offering(including any Ordinary Shares sold as a result ofthe exercise of the underwriters over-allotmentoption)at a per share price equal to 120%of theinitial public offering price.Please see“UnderwritingRepresentatives Warrants”fora description of these warrants.Payment and settlement The underwri
284、ters expect to deliver the OrdinaryShares against payment therefor on,2024.Transfer agent and register Equiniti Trust Company,LLCThe number of Ordinary Shares that will be outstanding immediately after thisoffering,excluding the shares underlying the Representatives Warrants:is based on 25,000,001 O
285、rdinary Shares issued and outstanding as of thedate of this prospectus;andincludes Ordinary Shares in the form of Ordinary Shares that Intercontwill issue and sell in this offering,assuming the underwriters do notexercise their over-allotment option to purchase additional OrdinaryShares.12Table of C
286、ontentsSUMMARY OF COMBINED FINANCIAL AND OPERATING DATACombined Financial StatementsThe following summary combined statement of comprehensive income for the six monthsended December 31,2023 and the fiscalyears ended June30,2022 and 2023.Thetables below demonstrate the quantitative metrics of the con
287、densed combiningschedule that disaggregates operations and depicts the financial position,resultsof operations and cash flows of Intercont and its subsidiaries as of December 31,2023,June 30,2023 and 2022,and for the six months ended December 31,2023 andtheyears ended June30,2023 and 2022.They have
288、been derived from our auditedcombined financial statement included elsewhere in this prospectus.Our combinedfinancial statements are prepared and presented in accordance with theU.S.GAAP.Our historical results do not necessarily indicate results expected forany future periods.You should read this Su
289、mmary of Combined Financial andOperating Data section together with our combined financial statements and therelated notes and“Managements Discussion and Analysis of Financial Condition andResults of Operations”included elsewhere in this prospectus.Condensed Combining ScheduleStatement of Income For
290、 the SixMonths Ended December31,2023 IntercontandBVISubsidiary SingaporeSubsidiary*HongKongSubsidiaries Eliminations CombinedTotalRevenues$12,372,149$12,372,149Cost$9,012,587$9,012,587Gross profit$3,359,562$3,359,562Income fromoperations$(300,568)$2,816,963$2,516,395Income for equitymethodinvestment
291、$1,885,935$(1,885,935)$Net income$1,585,367$1,885,935$(1,885,935)$1,585,367 For the Year Ended June30,2023 IntercontandBVISubsidiary SingaporeSubsidiary*HongKongSubsidiaries Eliminations CombinedTotalRevenues$32,445,557$32,445,557Cost$18,068,312$18,068,312Gross profit$14,377,245$14,377,245Income fro
292、moperations$13,500,808$13,500,808Income for equitymethodinvestment$10,887,689$(10,887,689)$Net income$10,887,689$10,887,689$(10,887,689)$10,887,689_*The subsidiary was established in July 2023.For the Year Ended June30,2022 IntercontandBVISubsidiary SingaporeSubsidiary HongKongSubsidiaries Eliminati
293、ons CombinedTotalRevenues$31,267,721$31,267,721Cost$20,905,934$20,905,934Gross profit$10,361,787$10,361,787Income fromoperations$9,494,921$9,494,921Income for equitymethodinvestment$8,490,146$(8,490,146)$Net income$8,490,146$8,490,146$(8,490,146)$8,490,14613Table of ContentsCondensed Combining Sched
294、uleBalance Sheet As of December31,2023 IntercontandBVISubsidiary SingaporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalCash$99,432$4,555,477$4,654,909Total currentassets$99,432$5,386,662$5,486,094Investments insubsidiaries$8,240,223$(8,240,223)$Total non-currentassets$8,340,223$63,373,0
295、51$(8,240,223)$63,473,051Total assets$8,439,655$68,759,713$(8,240,223)$68,959,145Total liabilities$500,000$60,519,490$61,019,490Total equity$7,939,655$8,240,223$(8,240,223)$7,939,655Total liabilitiesand equity$8,439,655$68,759,713$(8,240,223)$68,959,145 As of June30,2023 IntercontandBVISubsidiary Si
296、ngaporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalCash$3,416,273$3,416,273Total currentassets$16,560,631$16,560,631Investments insubsidiaries$17,954,288$(17,954,288)$Total non-currentassets$17,954,288$63,685,272$(17,954,288)$63,685,272Total assets$17,954,288$80,245,903$(17,954,288)$80
297、,245,903Total liabilities$62,291,615$62,291,615Total equity$17,954,288$17,954,288$(17,954,288)$17,954,288Total liabilitiesand equity$17,954,288$80,245,903$(17,954,288)$80,245,903 As of June30,2022 IntercontandBVISubsidiary SingaporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalCash$10,43
298、1,422$10,431,422Total currentassets$11,099,809$11,099,809Investments insubsidiaries$10,863,757$(10,863,757)$Total non-currentassets$10,863,757$57,629,071$(10,863,757)$57,629,071Total assets$10,863,757$68,728,880$(10,863,757)$68,728,880Total liabilities$57,792,913$57,792,913Total equity$10,863,757$10
299、,935,967$(10,863,757)$10,935,967Total liabilitiesand equity$10,863,757$68,728,880$(10,863,757)$68,728,880Condensed Combining ScheduleStatement of Cash Flows For the SixMonths Ended December31,2023 IntercontandBVISubsidiary SingaporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalNet cashpr
300、ovided byoperatingactivities$(300,568)$4,168,371$3,867,803Net cashprovided byinvestingactivities$11,235,274$11,235,274Net cash usedin financingactivities$400,000$(14,264,441)$(13,864,441)Inter-companycashtransfers:None$14Table of Contents For the Year Ended June30,2023 IntercontandBVISubsidiary Sing
301、aporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalNet cashprovided byoperatingactivities$13,569,094$13,569,094Net cash used ininvestingactivities$(23,995,575)$(23,995,575)Net cashprovided byfinancingactivities$3,411,332$3,411,332Inter-companycashtransfers:None$For the Year Ended June30,
302、2022 IntercontandBVISubsidiary SingaporeSubsidiary HongKongSubsidiaries Eliminations CombinedTotalNet cash used inoperatingactivities$12,312,313$12,312,313Net cash used ininvestingactivities$(2,102,361)$(2,102,361)Net cashprovided byfinancingactivities$(2,532,808)$(2,532,808)Inter-companycashtransfe
303、rs:None$15Table of ContentsRISK FACTORSAn investment in Interconts Ordinary Shares involves significant risks.You shouldcarefully consider all of the information in this prospectus,including the risks anduncertainties described below,before making an investment in Interconts OrdinaryShares.Any of th
304、e following risks could have a material adverse effect on ourbusiness,financial condition and results of operations.In any such case,the marketprice of Interconts Ordinary Shares could decline,and you may lose all or part ofyour investment.Risks Related to Our Business and IndustryThe business of ou
305、r Shipping Subsidiaries could be negatively impacted bythe cyclical nature of the shipping industry.Historically,the financial performance of the global maritime shipping business hasexhibited cyclical patterns,marked by fluctuations in profitability and asset valuesdue to changes in the supply and
306、demand for international maritime shipping services.The quantity of shipping capacity depends on various factors,including the numberand size of vessels in the global fleet,their deployment,the introduction of newvessels,and the decommissioning of older ones,etc.The demand for internationalmaritime
307、shipping services is influenced by global and regional economic conditions,currency exchange rates,the globalization of manufacturing,variations in global andregional international trade levels,regulatory developments,and alterations inseaborne and other transportation patterns.Predicting changes in
308、 the demand forinternational maritime shipping services is challenging.Declines in demand and/orincreases in international maritime shipping capacity could result in substantiallylower freight rates,decreased volume,or a combination of both,thereby adverselyaffecting the business,financial status,an
309、d operational results of our ShippingSubsidiaries.We face certain risks related to our transaction arrangements withaffiliates.Currently,two(2)of the four(4)vessels operated by our Shipping Subsidiaries areleased from a related party controlled by a family member of our shareholder.Additionally,our
310、Shipping Subsidiaries have also entered into business arrangementswith related parties in the ordinary course of business.Historically,we did nothave in place a formal process that meets public company standard to review andapprove transactions with related parties,and such related party transaction
311、s mayimpair investors in Interconts Ordinary Shares.But recently,the Company hasadopted a related party transaction policy to review and approve all further relatedparty transactions.Furthermore,if any of the related parties having a businessrelationship with the Group reneges from the arrangements,
312、the Group will havedifficulty in finding replacement in a timely and cost-efficient manner,if at all.As a result,our business operations and financial performance may be negativelyaffected.We depend on certain customers for our revenue.For the six months ended December 31,2023,Customer A(Topsheen Sh
313、ipping SingaporePte.Ltd.,a related party)and Customer B accounted for approximately 42%and 27%,respectively,of the Groups total revenues.For the year ended June 30,2023,Customer A(Topsheen Shipping Singapore Pte.Ltd.,a related party),Customer B andCustomer C accounted for approximately 43%,19%and 12
314、%,respectively,of theGroups total revenues.For the year ended June 30,2022,Customer A(TopsheenShipping Singapore Pte.Ltd.,a related party)accounted for approximately 52%of theGroups total revenues.As of December 31,2023,Customer F accounted forapproximately 100%of the Groups accounts receivable.As o
315、f June 30,2023,CustomerD and Customer E accounted for approximately 74%and 26%,respectively,of theGroups accounts receivable.As of June 30,2022,Customer F accounted forapproximately 100%of the Groups accounts receivable.The loss of any of oursignificant customers,a customers failure to make payments
316、 or perform under any ofthe applicable contracts,or a decline in payments under the contracts could have amaterial adverse effect on our business,financial condition,cash flows and resultsof operations.Our Shipping Subsidiaries charter vessels from a limited number ofsuppliers.Our Shipping Subsidiar
317、ies currently charter two(2)vessels from a related party andcharter one(1)vessels from an independent third party.If they terminate theirbusiness relationships with our Shipping Subsidiaries,our Shipping Subsidiaries willface the risk of not being able to secure adequate vessel replacement in a time
318、lymanner or the risk of being required to pay a higher charter rate for comparablevessel replacement,which could have a material adverse effect on our business,financial condition,cash flows and results of operations.16Table of ContentsThe profitability and growth of our Shipping Subsidiaries are co
319、ntingent onthe demand for shipping vessels and global economic conditions,withconsumer confidence and spending playing a crucial role in influencingshipping volume and charter rates.The volatility or potential increase incharter hire rates for shipping vessels could negatively impact ourShipping Sub
320、sidiaries profitability.The movements of the Baltic Dry Index(BDI),an indicator reflecting the dailyaverage charter rates for key routes and published by the Baltic Exchange Limited,are highly unpredictable.Widely considered as a primary benchmark for monitoring thevessel charter market and overall
321、shipping market performance,the BDI experienced asubstantial 97.5%decline from its peak of 11,793 in May2008 to 290 on February10,2016,and has since maintained a volatile trajectory.As of January26,2024 the BDIreached 1,518.The significant variance of BDI index could result in uncertainties inthe Co
322、mpanys operation.Several factors influence the demand for shipping capacity,including:Supply and demand dynamics for products suitable for maritime shipping.Changes in the global production of goods transported by ships.Distance requirements for sea transport of cargo products.Globalization of manuf
323、acturing.Global and regional economic and political conditions,wars,armedconflicts,terrorist activities,embargoes,strikes,and tariffs.International trade developments and disruptions.Shifts in seaborne and other transportation patterns,encompassingalterations in transport distances and vessel speeds
324、.Environmental and regulatory changes.Currency exchange rate fluctuations.Demand for dry bulk vessels is dependent upon economic growth in the worldseconomies,seasonal and regional changes in demand and changes to the capacity of theglobal dry bulk fleet and the sources and supply of dry bulk cargo
325、transported bysea.Continued adverse economic,political or social conditions or other developmentscould negatively impact charter rates and have a material adverse effect on ourbusiness,results of operations and financial condition.Factors influencing the supply of shipping capacity encompass:New bui
326、lding deliveries.Scrapping rates of older shipping vessels.Disruption of shipping routes due to accidents or political events.Pricing of steel and other raw materials.Changes in environmental and regulatory frameworks limiting the useful lifeof vessels.The number of inactive shipping vessels.Port an
327、d canal congestion.A decline in the worldwide economic conditions,particularly in the AsiaPacific region,has the potential to significantly impact our ShippingSubsidiaries business,financial well-being,and operational results.The global economic landscape is pivotal in determining the demand for var
328、iouscommodities across the globe,consequently influencing maritime transportation.Specifically,the Group foresees a substantial number of ports,where its cargooperations are situated,continuing to be actively involved in cargo handling withinthe Asia Pacific17Table of ContentsRegion.Asia Pacific Reg
329、ion is expected to function as one of the Groups cruciallocations for loading and unloading operations.Therefore,any negative shifts ineconomic conditions within Asia Pacific Region could exert a noteworthy influence onthe demand for global maritime shipping.Nonetheless,if the economic state of Asia
330、Pacific Region persists in being feeble or undergoes negative growth in the future,it could have an adverse effect on the demand for global maritime shipping.An escalation of global trade protectionism could have a significantadverse impact on our Shipping Subsidiaries business,potentiallyaffecting
331、their financial condition,operational results,and cash flows.Our Shipping Subsidiaries operations are susceptible to the risk that increasedglobal trade protectionism may negatively influence their business.Governments mightresort to trade barriers to shield or rejuvenate their domestic industries a
332、gainstforeign imports,thereby diminishing the demand for global maritime shipping.Imposing restrictions on imports,including tariffs,could wield a substantial impacton global trade and the demand for shipping services.The presence of tradeprotectionism in the markets served by our Shipping Subsidiar
333、ies may lead toincreased costs of exported goods,extended delivery times,elevated risks associatedwith exporting,ultimately resulting in a decrease in the volume of exported goodsand a diminished demand for shipping.Our Shipping Subsidiaries operations and business revenue often stem fromtransporting goods from Asia to various overseas export markets.Any downturn orimpediment in the production cap