Form S-8 Intercont (Cayman) Ltd

As filed with the Securities and Exchange Commission on September 11, 2026

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Intercont (Cayman) Limited

(Exact name of registrant as specified in its charter)

 

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

39 OCEAN DRIVE, SINGAPORE

Singapore, 098187

(Address of Principal Executive Offices) (Zip code)

 

Intercont (Cayman) Limited

2026 Stock Incentive Plan

(Full title of the plan)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor, New York, NY 10168

(Name and address of agent for service)

 

(212) 947-7200

(Telephone number, including area code, of agent for service)

 

Copy to:

 

Muchun Zhu

Chief Executive Officer

Intercont (Cayman) Limited

Room 8501, 11/F., Capital Centre

151 Gloucester Road

Wanchai, Hong Kong

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

On September 9, 2026, the board of directors of Intercont (Cayman) Limited (the “Registrant,” “we,” “us,” or “our”) approved the Registrant’s 2026 Stock Incentive Plan (the “Plan”). Under the Plan, the maximum aggregate number of Class A Ordinary Shares that may be issued pursuant awards granted under the Plan.

 

The purpose of this Registration Statement on Form S-8 (this “Registration Statement”) is to register the 5,087,548 Class A Ordinary Shares that are authorized for issuance under the Plan.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

 

(a) The Registrant’s Annual Report on Form 20-F for the fiscal year ended June 30, 2025, filed with the Commission on October 30, 2025;

 

(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the registrant document referred to in (a) above; and

 

(c) The description of the Registrant’s Ordinary Shares as set forth in the Registrant’s Registration Statement on Form 8-A12B, filed by the Registrant with the Commission on March 27, 2025, including any amendment or report filed for the purpose of updating such description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 4. Description of Securities

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

 

Item 6. Indemnification of Directors and Officers

 

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against indemnified person’s own fraud or dishonesty, willful default or willful neglect, or against the consequences of committing a crime. Our third amended and restated memorandum and articles of association provides that to the extent permitted by law, the Registrant shall indemnify each existing or former director (including an alternate director), secretary and other officer of the Registrant (including an investment adviser or an administrator or liquidator) and their personal representatives against:

 

(a)

all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including an alternate director), secretary or officer in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of the existing or former director’s (including an alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and

 

(b)

without limitation to paragraph (a), all costs, expenses, losses or liabilities incurred by the existing or former director (including an alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Registrant or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

 

No such existing or former director (including an alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

 

To the extent permitted by the Companies Act, the Registrant may make a payment, or agree to make a payment, whether by way of advance, loan or otherwise, for any legal costs incurred by an existing or former director (including alternate director), secretary or officer of the Registrant in respect of any matter identified in the Registrant’s third amended and restated articles of association on condition that the director (including alternate director), secretary or officer must repay the amount paid by the Registrant to the extent that it is ultimately found not liable to indemnify the director (including alternate director), secretary or that officer for those legal costs.

 

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.

 

In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in the Registrant’s third amended and restated memorandum and articles of association.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7. Exemption From Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

See Exhibit Index.

 

 

Item 9. Undertakings

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) to include any prospectus required by section 10(a)(3) of the Securities Act; 

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	INTERCONT(CAYMAN) LIMITED
September 11, 2026	By:	/s/ Muchun Zhu
	Name:	Muchun Zhu
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby authorizes and appoints Muchun Zhu with full power to act alone, as such person’s true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Muchun Zhu		Chairman and Chief Executive Officer		September 11, 2026
Name: Muchun Zhu		(principal executive officer)
/s/ Qingyuan Wang		Chief Financial Officer, Director		September 11, 2026
Name: Qingyuan Wang		(principal financial and accounting officer)
/s/ Chan Kelvin Zhi Hong				September 11, 2026
Name: Chan Kelvin Zhi Hong		Director
/s/ Lee Chee Wai				September 11, 2026
Name: Lee Chee Wai		Director
/s/ Wong Khai Meng				September 11, 2026
Name: Wong Khai Meng		Director

 

 

SIGNATURE OF AUTHORIZED REPRESENTATITIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Intercont (Cayman) Limited has signed this registration statement or amendment on September 11, 2026.

 

	Authorized U.S. Representative
	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Senior Vice President on behalf of Cogency Global, Inc.

 

[Signature Page to S-8]

 

 

INTERCONT (CAYMAN) LIMITED

EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
4.1***		Third Amended and Restated Memorandum and Article of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 6-K filed on June 8, 2026).
5.1*		Legal Opinion of Ogier
23.1*		Consent of UHY LLP
23.2*		Consent of Ogier (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)
99.1*		Intercont (Cayman) Limited 2026 Stock Incentive Plan
107*		Filing Fee Exhibit

 

*	Filed herewith
***	Previously Filed

 

 

ATTACHMENTS / EXHIBITS

LEGAL OPINION OF OGIER

CONSENT OF UHY LLP

INTERCONT (CAYMAN) LIMITED 2026 STOCK INCENTIVE PLAN

FILING FEE EXHIBIT

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