424B3 1 ea028468402-424b3_intercont.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(3)

Registration No. 333-291313

PROSPECTUS SUPPLEMENT No. 1

(To Prospectus Dated November 06, 2025)

Intercont (Cayman) Ltd

(incorporated in the Cayman Islands with limited liability)

2,525,067

Class A Ordinary Shares

This prospectus supplement (this “Prospectus Supplement”) updates and supplements the prospectus dated November 6, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1, as amended (Registration No. 333-291313). This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Report on Form 6-K, furnished with the Securities and Exchange Commission on April 6, 2026 (the “Form 6-K”). Accordingly, we have attached the Form 6-K to this Prospectus Supplement.

On January 26, 2026, Intercont (Cayman) Limited (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, among other resolutions approved, the shareholders of the Company adopted the following resolutions:

(i) to increase the authorized share capital of the Company from US$50,000 divided into 500,000,000 Ordinary Shares of par value US$0.0001 each to US$100,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.0001 each.

(ii) to authorize, establish, and designate two new classes of ordinary shares of US$0.0001 par value each, being the Class A Ordinary Shares and the Class B Ordinary Shares, with each of the Class A Ordinary Shares and Class B Ordinary Shares having the rights, obligations and privileges set out in the Second Amended and Restated Memorandum and Articles of Association of the Company as defined below. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as the existing ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shall have thirty (30) votes at a meeting of the shareholders or on any resolution of shareholders whereas each Class A Ordinary Share shall only have one (1) vote. Each outstanding Class B Ordinary Share is convertible at any time after issuance at the option of the holder into one (1) Class A Ordinary Share. The Class A Shares will not be convertible into shares of any other class.

(iii) to redesignate:

(1)	an aggregate 5,164,951 authorized and issued ordinary shares, including 908,708 authorized and issued ordinary shares held by EASCOR HOLDING LIMITED and 4,256,243 authorised and issued ordinary shares held by BEVERLY HOLDING LIMITED, as Class B Ordinary Shares.

(2)	The remaining 25,319,350 issued ordinary shares as Class A Ordinary Shares.

(3)	969,515,699 authorized but unissued ordinary shares as Class A Ordinary Shares.

(iv) to pass an ordinary resolutions that, in the event that the closing bid price per listed share of the Company (ticker symbol: NCT) on the NASDAQ Stock Market in the United States of America falls below US$1.00, each of the 1,000,000,000 authorised ordinary shares in the Company of par value of US$0.0001 each (including all issued Class A Ordinary Shares and Class B Ordinary Shares and any unissued Class A and Class B Ordinary Shares) be consolidated at such consolidation ratio and such effective time as the board of directors may determine at their sole discretion within 180 days of obtaining the requisite shareholder approval for the proposed consolidation of shares, provided that the aforesaid consolidation ratio shall be no more than 100:1, with such consolidated shares each having the same rights and being subject to the same restrictions as set out in the Articles.

(v) to generally update the Amended and Restated Memorandum and Articles of Association (the “Existing Articles”) by amending and restating its Memorandum and Articles (the “Second Amended and Restated Memorandum and Articles of Association”).

On March 22, 2026, the Company’s Board of Directors passed written resolutions to implement a share consolidation, subject to required approvals. On April 2, 2026, the Company effected a reverse stock split on a 25:1 basis (“Reverse Stock Split”). This Reverse Stock Split has reduced the total number of authorized and outstanding ordinary shares from 1,000,000,000 (comprising 994,835,049 Class A ordinary shares and 5,164,951 Class B ordinary shares) to 40,000,000 (comprising 39,793,401.96 Class A ordinary shares and 206,598.04 Class B ordinary shares), with the par value per share increasing from US$0.0001 to US$0.0025.

The Prospectus and this Prospectus Supplement relate to the resale of an aggregate of 2,525,067 shares of our Class A ordinary shares by the selling shareholders identified herein. We will not receive any of the proceeds from the sale by the selling shareholders of the Class A ordinary shares.

This Prospectus Supplement should be read in conjunction with the Prospectus. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

Information of the share numbers appearing in the Prospectus should be adjusted to give effect to the Reverse Stock Split, unless otherwise indicated or unless the context suggests otherwise.

Our Class A ordinary shares are listed on the NASDAQ Capital Market under the symbol “NCT.” On April 2, 2026, the last reported sale price of our Class A ordinary share was $2.76 per share.

See “Risk Factors” beginning on page 20 to read about factors you should consider before buying the Class A Ordinary Shares.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is April 6, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42571

INTERCONT (CAYMAN) LIMITED

39 Ocean Drive Singapore

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 to this report is a Management’s Discussion and Analysis of Intercont (Cayman) Limited (the “Company”), dated April 6, 2026, regarding the Company’s unaudited condensed combined and consolidated financial statements for the six months ended December 31, 2025.

Attached as Exhibit 99.2 to this report is the Company’s unaudited condensed combined and consolidated financial statements.

The following exhibit is attached:

EXHIBIT INDEX

Exhibit Number		Description
99.1		Management’s Discussion and Analysis
99.2		Unaudited Interim Consolidated Financial Statements as of December 31, 2025
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

Date: April 6, 2026	Intercont (Cayman) Limited

	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

Exhibit 99.1

MANAGEMENT’S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements.

Overview

Intercont was established under the laws of the Cayman Islands on July 4, 2023 as a holding company. The Company, through its subsidiaries (collectively, the “Group”), is currently principally engaged in time charter service and vessel management services business globally.

For the six months ended December 31, 2025 and 2024, our revenues were approximately $12.6 million and $13.4 million, respectively. For the six months ended December31, 2025 and 2024, we had a net loss of approximately $2.7 million and net income of $0.9 million, respectively.

Recent Development

On January 26, 2026, Intercont (Cayman) Limited (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders approved, among other resolutions, an amendment to the Company’s authorized share capital, the creation of two new classes of ordinary shares, and the re-designation of existing shares.

The authorized share capital was increased from US$50,000, divided into 500,000,000 ordinary shares of par value US$0.0001 each, to US$100,000, divided into 1,000,000,000 ordinary shares of par value US$0.0001 each.

The shareholders also authorized, established, and designated two new classes of ordinary shares: Class A Ordinary Shares and Class B Ordinary Shares. Class A shares have one vote each, while Class B shares have thirty votes each and weighted voting rights. Class B shares are convertible into Class A shares at the holder’s option, but Class A shares are not convertible into any other class.

Furthermore, the shareholders approved the re-designation of:

(1)	5,164,951 existing authorized and issued ordinary shares as Class B Shares. This includes 908,708 shares held by EASCOR HOLDING LIMITED and 4,256,243 shares held by BEVERLY HOLDING LIMITED.

(2)	The remaining 25,319,350 issued ordinary shares as Class A Shares.

(3)	969,515,699 authorized but unissued ordinary shares as Class A Shares.

On March 22, 2026, the Company’s Board of Directors passed written resolutions to implement a 25:1 share consolidation to ensure the Company meets the minimum bid price requirement for continued listing on The Nasdaq Capital Market. The share consolidation became effective as of April 2, 2026. This consolidation reduced the total number of authorized and outstanding ordinary shares from 1,000,000,000 (comprising 994,835,049 Class A Shares and 5,164,951 Class B Shares prior to share consolidation) to 40,000,000 (comprising 39,793,402 Class A Shares and 206,598 Class B Shares after share consolidation), with the par value per share increasing from US$0.0001 to US$0.0025 (with any fractional entitlements to be round up to the next whole share). The share consolidation was accounted for on a retroactive basis pursuant to ASC 260. All ordinary shares and per share data for all periods have been retroactively restated accordingly.

Key Factors that Affect Operating Results

The Group is engaged in the international maritime transportation business of providing time charter and vessel management services globally and primarily derives its revenue from time charter contracts and providing vessel management services. We believe the principal factors that affect our future results of operations are the economic, regulatory, political and governmental conditions that affect the shipping industry generally and those that affect conditions in countries and markets in which our vessels engage in business. Other key factors that will be fundamental to our business, future financial condition and results of operations include:

●

the demand for seaborne transportation services;

●

the ability of our commercial and chartering operations to successfully employ our vessels at economically attractive rates;

●

the effective and efficient technical management of our vessels; and

●

the strength of and growth in our customer relationships.

In addition to the factors discussed above, we believe certain specific factors will impact our consolidated results of operations. These factors include:

●

the charter hire earned by the vessels under our charters;

●

our access to capital required to acquire additional vessels and/or to implement our business strategy;

●

our ability to sell vessels at prices we deem satisfactory; and

●

our level of debt and the related interest expense and amortization of principal.

Operating Results

For the six months ended December 31, 2025 and 2024

The following table summarizes the results of our operations for the six months ended December 31, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase during such periods.

	For the six months ended December 31,									%
	2025			2024			Change			Change
REVENUE:
Total revenue	$	12,588,263		$	13,386,367		$	(798,104	)		(6	)%
COST OF REVENUE:
Cost of revenues		9,582,321			9,564,100			18,221			-	%
GROSS PROFIT		3,005,942			3,822,267			(816,325	)		(21	)%

OPERATING EXPENSES:
General and administrative expenses		3,894,427			1,261,906			2,632,521			209	%
Research and development expenses		574,041			436,024			138,017			32	%
Total operating expenses		4,468,468			1,697,930			2,770,538			163	%
INCOME FROM OPERATIONS		(1,462,526	)		2,124,337			(3,586,863	)		(169	)%

OTHER INCOME (EXPENSE):
Interest income		322			3,531			(3,209	)		(91	)%
Interest expense		(1,192,046	)		(1,191,971	)		(75	)		-	%
Other expense, net		(28,139	)		(39,965	)		11,826			(30	)%
Total other expense, net		(1,219,863	)		(1,228,405	)		8,542			(1	)%
(LOSS)/INCOME BEFORE INCOME TAXES		(2,682,389	)		895,932			(3,578,321	)		(399	)%
PROVISION FOR INCOME TAXES		—			—			—			—	%
NET (LOSS)/INCOME	$	(2,682,389	)	$	895,932		$	(3,578,321	)		(399	)%

Revenues

For the six months ended December 31, 2025, our total revenue was approximately $12.6 million as compared to approximately $13.4 million for the six months ended December 31, 2024, total revenue reduced by approximately $0.8 million, or 6%. For the six months ended December 31, 2025, revenue was impacted by dry-docking and major repairs, which resulted in off-hire days and a decrease in hire rate for time charter.

For the six months ended December 31, 2025 and 2024, the disaggregated revenues by revenue streams were as follows:

	For the six months ended December 31,							%
	2025		2024		Change			Change
Revenue:
Time charter revenue	$	9,176,820	$	9,977,858	$	(801,038	)		(8	)%
Vessel management services revenue		3,411,443		3,408,509		2,934			-	%
Total revenue	$	12,588,263	$	13,386,367	$	(798,104	)		(6	)%

Time charter revenue reduced by approximately $0.8 million or 8% from approximately $10.0 million in the six months ended December 31, 2024, to approximately $9.2 million in the six months ended December 31, 2025. The decrease was primarily attributable to the decrease of hire rate for time charter during the six months ended December 31, 2025.

Vessel management services revenue increased remained stable at approximately $3.4 million for the six months ended December 31, 2025 and 2024.

Cost of Revenues

Cost by revenue stream:

	For the six months ended December 31,							%
	2025		2024		Change			Change
Cost by revenue stream:
Cost of time charter revenue	$	6,676,992	$	6,509,744	$	167,248			3	%
Cost of vessel management services revenue		2,905,329		3,054,356		(149,027	)		(5	)%
Total cost	$	9,582,321	$	9,564,100	$	18,221			-	%

	For the six months ended December 31,							%
	2025		2024		Change			Change
Cost by type:
Vessel lease expense	$	1,708,380	$	1,682,250	$	26,130			2	%
Depreciation and amortization		1,844,122		1,853,051		(8,929	)		-	%
Crew salary		3,389,202		3,013,299		375,903			12	%
Other		2,640,617		3,015,500		(374,883	)		(12	)%
Total cost	$	9,582,321	$	9,564,100	$	18,221			-	%

Our cost of revenues mainly consists of vessel lease expense, depreciation and amortization, crew salary and others. Total cost amounted to approximately $9.6 million for the six months ended December 31, 2025 and 2024, reflecting no material change between the two periods.

Vessel lease expense was approximately $1.7 million for the six months ended December 31, 2025 and 2024. Depreciation and amortization were approximately $1.8 million and $1.9 million for the six months ended December 31, 2025 and 2024. Crew salary was approximately $3.4 million for the six months ended December 31, 2025, representing an increase of approximately $0.4 million compared to approximately $3.0 million for the six months ended December 31, 2024. The increase was mainly due to an increase in the number of crew members. Other cost was approximately $2.6 million for the six months ended December 31, 2025, representing a decrease of approximately $0.4 million compared to approximately $3.0 million for the six months ended December 31, 2024. The decrease was mainly due to lower vessel maintenance and repair expenses.

Gross profit

	For the six months ended December 31,
	2025					2024
GROSS PROFIT	Gross Profit		Gross Margin			Gross Profit		Gross Margin
Gross profit for time charter	$	2,499,828		27	%	$	3,468,114		35	%
Gross profit for vessel management services		506,114		15	%		354,153		10	%
Total gross profit	$	3,005,942		24	%	$	3,822,267		29	%

Our gross profit amounted to approximately $3.0 million for the six months ended December 31, 2025, compared to a gross profit of approximately $3.8 million for the six months ended December 31, 2024. Gross margin as a percent of overall revenue for the six months ended December 31, 2025, and 2024 was 24% and 29%, respectively. The decrease in gross profit margin was primarily due to lower gross profit margin for time charter in the six months ended December 31, 2025. Gross profit margin for time charter was 27% and 35%, respectively, for the six months ended December 31, 2025, and 2024.

Operating Expenses

	For the six months ended December 31,						%
	2025		2024		Change		Change
OPERATING EXPENSES:
General and administrative	$	3,894,427		1,261,906	$	2,632,521		209	%
Research and development expenses		574,041		436,024		138,017		32	%
Total operating expenses	$	4,468,468	$	1,697,930	$	2,770,538		163	%

Our operating expenses consist of general and administrative expenses and research and development expenses. Operating expenses increased by approximately $2.8 million, or 163%, from approximately $1.7 million for the six months ended December 31, 2024, to approximately $4.5 million for the six months ended December 31, 2025 due to increase of approximately $0.1 million in research and development expenses and increase of approximately $2.6 million in general and administrative.

General and administrative expenses primarily consist of salary and compensation expenses relating to our accounting, human resources, and executive office personnel, and included office rental and depreciation and amortization expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses increased by approximately $2.6 million due to (a) professional consulting and legal fees increased by approximately $2.1 million from $0.4 for the six months ended December 31, 2024, to approximately $2.5 million for the six months ended December 31, 2025, (b) other expenses including salary expenses, insurance expense etc. increased approximately $0.5 million.

The Group incurred approximately $0.6 million research and development expenses for entrusting a third party to conduct research on pulp transport device, pulp residue processing and remote control of ship pulping operation for the six months ended December 31, 2025.

Other expenses, net

Other expense, net primarily consists of interest income, interest expense and other expense. Other expense, net was approximately $1.2 million for both the six months ended December 31, 2025 and 2024, remaining stable compared to the prior year.

Net (loss)/income

As a result of the foregoing, net loss amounted to approximately $2.7 million for the six months ended December 31, 2025, compared to a net income of approximately $0.9 million for the six months ended December 31, 2024. The net loss was primarily attributable to strategic investments in post-IPO expansion initiatives, which included approximately $2.1 million in professional and advisory service fees incurred in connection with the execution of these growth plans.

Taxation

Cayman Islands

Intercont is incorporated in Cayman Islands as an offshore holding Group and is not subject to tax on income or capital gain under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

British Virgin Islands Taxation

Under the current laws of the British Virgin Islands, the Group’s subsidiary incorporated in BVI is not subject to income tax.

Hong Kong

The Group’s shipping subsidiaries are registered in Hong Kong, where charter hire, whether attributable to a time charterparty or a bareboat charterparty, derived by a Hong Kong resident or non-resident ship operator from the operation of ships (wherever registered) outside the waters of Hong Kong and the river trade waters, or commencing from Hong Kong and proceeding to sea, is not chargeable to profits tax according to local tax regulations. Therefore, the Group’s revenue from shipping subsidiaries is either not subject or exempt from income tax according to the tax regulations prevailing in the country in which the Group operates. Hong Kong does not impose withholding tax on dividends and interest currently

Certain Mainland China Tax Laws and Regulations Consideration

The Enterprise Income Tax Law and the Implementing Rules impose a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises in mainland China, except where tax incentives are granted to special industries and projects. Under the Enterprise Income Tax Law, an enterprise established outside PRC with “de facto management bodies” within mainland China is considered a “resident enterprise” for mainland China enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. The Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies promulgated by the SAT and last amended on December 29, 2017 and the Announcement of the State Administration of Taxation on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management Institutions promulgated by the SAT on January 29, 2014 set out the standards used to classify certain Chinese invested enterprises controlled by mainland China enterprises or mainland China enterprise groups and established outside of China as “resident enterprises”, which also clarified that dividends and other income paid by such mainland China “resident enterprises” will be considered mainland China source income and subject to mainland China withholding tax, currently at a rate of 10%, when paid to non-mainland China enterprise shareholders. This notice also subjects such mainland China “resident enterprises” to various reporting requirements with the mainland China tax authorities. Under the Implementing Rules, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. On October 17, 2017, the SAT issued the Bulletin on Issues Concerning the Withholding of Non-PRC Resident Enterprise Income Tax at Source, or Bulletin 37, which replaced the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, issued by the SAT, on December 10, 2009, and partially replaced and supplemented by the rules under the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, issued by the SAT, on February 3, 2015. Under Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. In respect of an indirect offshore transfer of assets of a mainland China establishment, the relevant gain is to be regarded as effectively connected with the mainland China establishment and therefore included in its enterprise income tax filing, and would consequently be subject to enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties in China or to equity investments in a PRC resident enterprise, which is not effectively connected to a mainland China establishment of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments bears the withholding obligation. Pursuant to Bulletin 37, the withholding party shall declare and pay the withheld tax to the competent tax authority in the place where such withholding party is located within 7 days from the date of occurrence of the withholding obligation. Both Bulletin 37 and Bulletin 7 do not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

The National People’s Congress of the PRC enacted the Enterprise Income Tax Law, which became effective on January 1, 2008 and last amended on December 29, 2018. According to Enterprise Income Tax Law and the Regulation on the Implementation of the Enterprise Income Tax Law, or the Implementing Rules, which became effective on January 1, 2008 and further amended on April 23, 2019, dividends generated after January 1, 2008 and payable by a foreign-invested enterprise in mainland China to its foreign enterprise investors are subject to a 10% withholding tax, unless any such foreign enterprise investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a preferential withholding arrangement. According to the Notice of the Arrangement between mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with Respect to Taxes on Income (“Double Tax Avoidance Arrangement”), the withholding tax rate in respect of the payment of dividends by a mainland China enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the mainland China enterprise and certain other conditions are met, including: (i) the Hong Kong enterprise must directly own the required percentage of equity interests and voting rights in the mainland China resident enterprise; and (ii) the Hong Kong enterprise must have directly owned such required percentage in the mainland China resident enterprise throughout the 12 months prior to receiving the dividends. However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such mainland China tax authorities may adjust the preferential tax treatment; and based on the Announcement on Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties issued by the SAT on February 3, 2018 and effective from April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner”, and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement.

We conduct our operations solely in Hong Kong through our Hong Kong Subsidiaries without any operation, subsidiary or VIE structure in mainland China. None of our subsidiaries directly or indirectly hold any interests in any enterprises in mainland China, and all of our revenues and profits are generated by our Hong Kong Subsidiaries in Hong Kong. After consulting our counsel as to PRC law, Jingtian & Gongcheng, we do not consider the said Enterprise Income Tax Law, or the Double Tax Avoidance Arrangement, or any mainland Chinese taxation law and regulations, restrict our ability to conduct our business, accept foreign investment or impose limitations on our ability to list on any U.S. or foreign stock exchange.

Liquidity and Capital Resources

Substantially all of our operations are conducted in open sea and all of our revenue, expenses, and cash are denominated in USD. As of December 31, 2025, cash of approximately $4.0 million were held by the Group, of which $3.8 million were held in Singapore.

The Company is a holding company with no material operations of its own. We conduct operations primarily through our subsidiaries in Hong Kong. As a result, the Group’s ability to pay dividends depends upon dividends paid by our subsidiaries. Our subsidiaries in Hong Kong are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Hong Kong accounting standards and regulations.

In assessing its liquidity, the Group monitors and analyzes its cash on hand, ability to generate sufficient revenue sources in the future and operating and capital expenditure commitments. As of December 31, 2025, the Group had cash of approximately $4.0 million. As of December 31, 2025 and June 30, 2025, the Group’s working capital deficit was approximately $16.2 million and $15.7 million, respectively.

The Group has historically funded its working capital needs primarily from operations, loans, advance payments from customers and contributions by shareholders. Its working capital requirements are affected by the efficiency of operations, the numerical volume and dollar value of revenue contracts and the timing of accounts receivable collections. The going concern status of the Company depends on its ability to generate sufficient cash flows to meet its obligations in a timely manner and to obtain additional income or debt as may be required and/or recurring financial support from shareholders or other related parties. The Group’s primary shareholders have agreed to provide financial support commitment to the Company until October 31, 2026. As of March 31, 2026, the Company had cash and cash equivalents amounting to approximately $3.8 million. As a result, management believes that current levels of cash and cash flows will be sufficient to meet anticipated cash needs for at least the next 12 months from the date of the issuance of this report. However, the Group may need additional cash resources in the future if it experiences changed business conditions or other developments and may also need additional cash resources in the future if it wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If the Group determine that the cash requirements exceed amounts of cash on hand, it may seek to issue debt or equity securities or obtain a credit facility.

Taking into account the ability for the Group to raise finances, the management has alleviated the substantial doubt about the Group’s ability to continue as a going concern.

The following summarizes the key components of our cash flows for the six months ended December 31, 2025 and 2024.

	For the six months ended December 31,
	2025			2024
Net cash (used in)/provided by operating activities	$	(7,212,036	)	$	3,182,157
Net cash provided by/(used in) investing activities		8,963,561			(546,901	)
Net cash used in financing activities		(3,357,613	)		(1,481,971	)
Net (decrease)/increase in cash	$	(1,606,088	)	$	1,153,285

Operating Activities

Net cash used in operating activities was approximately $7.2 million for the six months ended December 31, 2025. Cash used in operating activities for the six months ended December 31, 2025 mainly consisted of net loss of approximately $2.7 million, noncash adjustments of approximately $4.2 million, an increase of approximately $8.2 million in prepayments and other assets primarily resulted from strategic payments made for advisory and consulting services in support of management’s expansion initiatives, these prepayments are associated with non-recurring project-based arrangements and are not indicative of the ongoing operating expenditure profile of the Group, and a decrease of approximate of $1.4 million in operating lease liabilities, offset by a decrease of approximately $1.0 million in accounts receivable(including accounts receivable- related parties).

Net cash provided by operating activities was approximately $3.2 million for the six months ended December 31, 2024. Cash provided by operating activities for the six months ended December 31, 2024 mainly consisted of net income of approximately $0.9 million, noncash adjustments of approximately $3.6 million, a decrease of approximately $0.3 million in accounts receivable, offset by a decrease of approximate of $1.7 million in operating lease liabilities.

Investing Activities

Net cash provided by investing activities for the six months ended December 31, 2025 was approximately $9.0 million, mainly consisting of purchase of long-lived assets for approximately $1.3 million and receive from short-term investment for approximately $10.3 million.

Net cash used in investing activities for the six months ended December 31, 2024 was approximately $0.5 million, mainly consisting of purchase of long-lived assets for approximately $0.5 million.

Financing Activities

Net cash used in financing activities was approximately $3.4 million for the six months ended December 31, 2025, consisted of repayment of loan from related-party of approximately $3.0 million, financing lease-principal repayment of approximately $1.7 million, and repayment long-term loan of approximately $0.8 million, offset by proceeds from convertible note of approximately $2.0 million and proceeds from private placement of approximately $0.2 million.

Net cash used in financing activities was approximately $1.5 million for the six months ended December 31, 2024, consisted of repayment of long-term loan of approximately $0.8 million, financing lease-principal repayment of approximately $1.6 million, and deferred IPO cost of approximately $0.4 million, offset by proceeds from private placement of approximately $1.4 million.

Capital Expenditures

We made capital expenditures of approximately $1.3 million and $0.5 million for the six months ended December 31, 2025 and 2024, respectively. Our capital expenditures were mainly used for vessel purchase and improvements.

Contractual Obligations

The Group had an outstanding loan of $2,101,891 as of December 31, 2025. The Group has also entered into non-cancellable operating and financing lease agreements to charter-in vessels, which will expire in January 2026, September 2028 and January 2029, respectively.

The following table sets forth our contractual obligations and commercial commitments as of December 31, 2025, which are presented on an undiscounted basis:

	Payment Due by Fiscal Years Ending June 30,
	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		More than 5 Years
Financing lease arrangements	$	14,002,884	$	2,080,635	$	7,739,495	$	4,182,754	$	-
Loan		2,129,520		828,144		1,301,376		-		-
Total	$	16,132,404	$	2,908,779	$	9,040,871	$	4,182,754	$	-

Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements for six months ended December 31, 2025 and 2024 that have or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

Research and Development, Patents and Licenses, Etc.

See “Item 4.D. Property, Plants, and Equipment — Intellectual Property” in the 20-F filed on October 30, 2025.

Trend Information

Other than as described elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information not necessarily to be indicative of future operating results or financial condition.

Quantitative and Qualitative Disclosures about Market Risk

Inflation Risk

Inflationary factors, such as increases in personnel and overhead costs, could impair the Company’s operating results. Although the Company does not believe that inflation has had a material impact on its financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on the Company’s ability to maintain current levels of operating expense as a percentage of sales revenue if the revenues do not increase.

Credit Risk

Assets that potentially subject the Group to a significant concentration of credit risk primarily consist of cash and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. As of December 31, 2025 and June 30, 2025, the aggregate amount of cash of $3,829,158 and $5,441,407, respectively, was held at major financial institutions in Singapore. The Group believes that no significant credit risk exists as all of the Group’s cash are held with financial institutions in Singapore of high credit quality. Deposits are insured by the Singapore Deposit Insurance Corporation, for up to 100,000 Singapore Dollar (approximately $78,000) in aggregate per depositor. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group establishes an accounting policy to provide for allowance for credit loss based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest expenses on our long-term loan. Our long-term loan bears interest at variable rate. Our future interest expenses may exceed expectations due to changes in market interest rates. Increased interest rates may have a material impact on our results of operations and financial condition. Historically, we incurred total interest expense amounted to $1.2 million for the six months ended December 31, 2025 and 2024. Increased interest rates will have a direct impact on us by increasing our interest expenses and in turn decreasing our cash. As of December 31, 2025, we had approximately total $2.1 million of long-term loan. In addition, as increased interest rates would make it more costly for us to fund our operations by borrowing, we would need to take additional measures to maintain a healthy cash flow, such as by tightening our control over accounts payable and accounts receivable. We may do so by, for example, further negotiating credit terms with customers and suppliers. As a result, our accounts receivable may decrease and our accounts payable may increase to offset the impact of higher borrowing costs.

Internal Control Over Financial Reporting

As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. In connection with the audits of our consolidated financial statements included in this annual report, we and our independent registered public accounting firm identified one material weaknesses in our internal control over financial reporting as of December 31, 2025. The material weaknesses identified relate to our lack of sufficient competent financial reporting and accounting personnel with appropriate understanding of U.S. GAAP and financial reporting requirements set forth by the SEC to design and implement key controls over financial reporting process to address complex U.S. GAAP accounting issues and related disclosures, in accordance with U.S. GAAP and SEC financial reporting requirements.

Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal controls under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal controls over financial reporting. Had we performed a formal assessment of our internal controls over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional material weaknesses or internal control deficiencies may have been identified.

To remediate our identified material weakness, we are in the process of implementing a number of measures to improve our internal controls over financial reporting, including, among others: (a) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP and SEC reporting requirements and (b) organizing regular training for our accounting staff, especially training related to U.S. GAAP and SEC reporting requirements. We also plan to adopt additional measures to improve our internal control over financial reporting, including, among others, creating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and establishing an audit committee and strengthening corporate governance. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remediated. Our failure to correct these deficiencies or failure to discover and address any other deficiencies could result in inaccuracies in our consolidated financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Critical Accounting Estimates

In preparing our unaudited condensed consolidated financial statements we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Significant accounting estimates required to be made by management include, but are not limited to impairment of long-lived assets, determination of incremental borrowing rate for leases, expected credit loss of receivables. A summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations is set forth in Note 2 to our unaudited condensed consolidated financial statements included in this filing.

Estimation on fair value of vessels

Vessels, totaling approximately $47.9 million as of December 31, 2025 and accounting for 76% of our total assets, are our most important operating assets. We review periodically for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be fully recoverable. If this review determines that the amount recorded will not be recovered, the amount recorded for the asset group is reduced to its estimated fair value. These asset impairment analyses are highly subjective because they require management to make assumptions and apply considerable judgments to, among other things, estimates of the timing and amount of future cash flows, expected useful lives of the assets, potential impact of future events, including changes in economic conditions and operating performance, and future costs of maintenance and improvements of the assets. If management uses different assumptions or if different conditions occur in future periods, the Company’s financial condition or its future operating results could be materially impacted. The Company has evaluated its long-lived assets for impairment and determined that there was no impairment as of December 31, 2025 and June 30, 2025.

Recent Accounting Pronouncements

A list of recent relevant accounting pronouncements is included in Note 2 “Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements.

Exhibit 99.2

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTERCONT (CAYMAN) LIMITED

		Page
Unaudited Condensed Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025		F-2
Unaudited Condensed Consolidated Statements of Income for the Six Months Ended December 31, 2025 and 2024		F-3
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended December 31, 2025 and 2024		F-4
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2025 and 2024		F-5
Notes to Unaudited Condensed Consolidated Financial Statements		F-6 – F-28

F-1

INTERCONT (CAYMAN) LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars — except for share data)

	As of December 31, 2025		As of June 30, 2025
ASSETS			(Audited)
Current Assets:
Cash	$	4,042,661	$	5,648,749
Accounts receivable, net		288,319		287,193
Accounts receivable-related parties		5,000		1,018,315
Prepayments and other current assets		7,900,779		788,351
Due from related parties		412,873		331,948
Short-term investment		—		10,300,869
Total Current Assets		12,649,632		18,375,425
Vessels, net		47,871,907		49,722,428
Property and equipment, net		47,882		6,506
Deferred dry dock cost, net		1,107,701		682,637
Right-of-use asset-operating lease, net		—		1,560,385
Prepayments and other non-current assets		1,535,959		475,000
Total Non-Current Assets		50,563,449		52,446,956
Total Assets	$	63,213,081	$	70,822,381

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current maturity of long-term loan	$	1,445,984	$	1,656,288
Accounts payable		854,400		1,025,427
Contract liabilities-related party		497,360		433,125
Due to related parties		21,502,619		24,553,231
Accrued expenses and other current liabilities		1,238,745		1,113,103
Operating lease liabilities – current		—		1,437,353
Financing lease liabilities – current		3,279,203		3,338,390
Long-term payable, current		—		507,479
Total Current Liabilities		28,818,311		34,064,396
Long-term loan		655,907		1,252,657
Financing lease liabilities-non-current		9,035,680		10,677,310
Convertible debt		117,605		—
Total Non-Current Liabilities		9,809,192		11,929,967
Total Liabilities		38,627,503		45,994,363

COMMITMENTS AND CONTINGENCIES (Note 14)

Shareholders’ Equity:
Class A Ordinary shares, $0.0025 par value, 39,793,402 shares authorized, 1,012,774 and 860,402 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively*		2,533		2,152
Class B Ordinary shares, $0.0025 par value, 206,598 shares authorized, 206,598 shares issued and outstanding as of both December 31, 2025 and June 30, 2025*		516		516
Additional paid-in capital		14,897,248		12,457,680
Retained earnings		9,685,281		12,367,670
Total Shareholders’ Equity		24,585,578		24,828,018
Total Liabilities and Shareholders’ Equity	$	63,213,081	$	70,822,381

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization and 25:1 share consolidation effective April 2, 2026 as described in Note 13.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

INTERCONT (CAYMAN) LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Expressed in U.S. Dollars — except for share data)

	For the Six Months ended December 31,
	2025			2024
Revenue
Time charter revenue – related party	$	9,176,820		$	9,977,858
Vessel management services revenue – third parties		1,445,122			1,429,265
Vessel management services revenue – related parties		1,966,321			1,979,244
Total revenue		12,588,263			13,386,367

Cost of revenues
Cost of time charter revenue		6,676,992			6,509,744
Cost of vessel management services revenue		2,905,329			3,054,356
Total Cost of revenues		9,582,321			9,564,100
Gross profit		3,005,942			3,822,267

Operating expenses:
General and administrative expenses		3,894,427			1,261,906
Research and development expenses		574,041			436,024
Total operating expenses		4,468,468			1,697,930

(Loss) /income from operations		(1,462,526	)		2,124,337

Other income/(expenses):
Interest income		322			3,531
Interest expense		(1,192,046	)		(1,191,971	)
Other expense, net		(28,139	)		(39,965	)
Total other expenses, net		(1,219,863	)		(1,228,405	)

(Loss)/income before income taxes		(2,682,389	)		895,932
Provision for income taxes		—			—
Net (loss)/income		(2,682,389	)		895,932

Earnings per share – Basic and diluted*	$	(2.49	)	$	0.90
Weighted Average Shares Outstanding – Basic and diluted*		1,076,035			1,000,000

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization and 25:1 share consolidation effective April 2, 2026 as described in Note 13.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

INTERCONT (CAYMAN) LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in U.S. Dollars — except for share data)

												Attributable to Intercont’s Shareholders
	Ordinary Shares *								Subscription			Additional Paid in		Retained
	Class A		Amount		Class B		Amount		receivable			Deficits)		Interest			Total
Balance as of June 30, 2024		793,402	$	1,984		206,598	$	516	$	(1,350,000	)	$	3,016,900	$	9,263,403		$	10,932,803
Collection of subscription receivable		-		-		-		-		1,350,000			-		-			1,350,000
Net income		-		-		-		-		-			-		895,932			895,932
Balance as of December 31, 2024		793,402	$	1,984		206,598	$	516	$	-		$	3,016,900	$	10,159,335		$	13,178,735

Balance as of June 30, 2025		860,402	$	2,152		206,598	$	516	$	-		$	12,457,680	$	12,367,670		$	24,828,018
Issuance of shares for private placement		29,990		75		-		-		-			191,985		-			192,060
Issuance of commitment shares and pre-delivery shares for convertible note		105,619		264		-		-		-			1,972,625		-			1,972,889
Conversion of convertible note		16,763		42		-		-		-			274,958		-			275,000
Net loss		-		-		-		-		-			-		(2,682,389	)		(2,682,389	)
Balance as of December 31, 2025		1,012,774	$	2,533		206,598	$	516	$	-		$	14,897,248	$	9,685,281		$	24,585,578

*	Shares and per share data are presented on a retroactive basis to reflect the recapitalization and 25:1 share consolidation effective April 2, 2026 as described in Note 13.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

INTERCONT (CAYMAN) LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars — except for share data)

	For the Six Months ended December 31,
	2025			2024
Cash flows from operating activities:
Net (loss)/income	$	(2,682,389	)	$	895,932
Adjustments to reconcile net (loss)/ income to net cash provided by operating activities:
Depreciation of vessels and equipment		1,847,689			1,853,833
Amortization of debt issuance cost		21,090			32,838
Amortization of deferred dry-docking cost		321,704			137,375
Amortization of operating lease right-of-use assets		1,560,385			1,498,080
Loss from short-term investment		20,597			—
Amortization of discount for long-term payable		17,521			50,827
Interest expense on convertible notes		392,605			—
Changes in operating assets and liabilities:
Accounts receivable		(1,126	)		261,821
Accounts receivable-related parties		1,013,315			—
Prepayments and other assets		(8,173,385	)		(85,424	)
Accounts payable		(171,027	)		14,152
Contract liabilities-related party		64,235			—
Accrued expenses and other liabilities		125,641			(21,911	)
Due from related parties		(80,926	)		106,889
Due to related parties		(50,612	)		94,383
Operating lease liabilities		(1,437,353	)		(1,656,638	)
Net cash (used in)/provided by operating activities		(7,212,036	)		3,182,157

Cash flows from investing activities:
Purchase of long-lived assets		(1,316,711	)		(546,901	)
Redemption of short-term investment		10,280,272			—
Net cash provided by/(used in) investing activities		8,963,561			(546,901	)

Cash flows from financing activities:
Repayment of long-term loan		(828,144	)		(828,144	)
Financing lease liabilities-principal repayment		(1,694,418	)		(1,626,284	)
Proceeds from private placement		192,060			1,350,000
Proceeds from convertible note		1,972,889			—
Repayment of loan owing to related-party		(3,000,000	)		—
Deferred IPO cost		—			(377,543	)
Net cash used in financing activities		(3,357,613	)		(1,481,971	)

Net (decrease)/increase in cash		(1,606,088	)		1,153,285
Cash at beginning of period		5,648,749			3,751,921
Cash at end of period	$	4,042,661		$	4,905,206

Supplemental disclosure information:
Cash paid for interest	$	562,952		$	1,051,307
Non-cash transactions:
Conversion of convertible note	$	275,000		$	—
Issuance of commitment shares and pre-delivery shares for convertible note	$	1,972,889		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Intercont (Cayman) Limited (“Intercont” or the “Company”) was established under the laws of the Cayman Islands on July 4, 2023 as a holding company. The Company, through its subsidiaries (collectively, the “Group”) listed below, are principally engaged in time charter and vessel management services business.

Upon completion of the Reorganization, the Company’s subsidiaries are as follows:

Subsidiaries

Date of
Incorporation

Jurisdiction of
Formation

Percentage of
direct/indirect
Economic
Ownership

Principal
Activities

Fortune Ocean Holdings Limited (“Fortune Ocean”)

January 22, 2024

British Virgin Islands (“BVI”)

100

Investment Holding

Top Wisdom Shipping Management Co., Limited (“Top Wisdom”)

February 1, 2013

Hong Kong

100

Vessel management services

Top Moral Shipping Limited (“Top Moral”)

December 12, 2013

Hong Kong

100

Time charter service

Top Legend Shipping Co., Limited (“Top Legend”)

March 6, 2013

Hong Kong

100

Time charter service

Top Creation International (HK) Limited (“Top Creation”)

July 29, 2011

Hong Kong

100

Time charter service

Max Bright Marine Service Co., Limited (“Max Bright”)

April 2, 2014

Hong Kong

100

Time charter service

Singapore Openwindow Technology Pte. Ltd. (“Openwindow”)

July 28, 2023

Singapore

100

Process of pulp, paper and paperboard

As described below, the Company, through a series of transactions which is accounted for as a reorganization of entities under a common control (the “Reorganization”), became the ultimate parent of its subsidiaries.

Reorganization

A reorganization of the legal structure was completed on March 27, 2024. The reorganization involved:

(i)

The formation of the Company’s wholly owned subsidiary-Openwindow on July 28, 2023

(ii)

The formation of Fortune Ocean on January 22, 2024 and all the equity interests of Top Wisdom, Top Moral, Top Legend, Top Creation and Max Bright were transferred to Fortune Ocean on March 14, 2024

(iii)

All the shareholders’ equity interests in Fortune Ocean were transferred to the Company on March 27, 2024 under common control and at nominal consideration

Immediately before and after the reorganization, the Company, together with its subsidiaries, is effectively controlled by the same group of shareholders. Therefore the reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The combination and consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.

F-6

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.)

Going concern consideration

In assessing its liquidity, the Group monitors and analyzes its cash on hand, ability to generate sufficient revenue sources in the future and operating and capital expenditure commitments. As of December 31, 2025, the Group had cash of approximately $4,042,661. As of December 31, 2025 and June 30, 2025, the Group’s working capital deficit was $16,168,679 and $15,688,971, respectively. For the six months ended December 31, 2025, the Group’s net loss was $2,682,389.

The Group has historically funded its working capital needs primarily from operations, loans, advance payments from customers and contributions by shareholders. Its working capital requirements are affected by the efficiency of operations, the numerical volume and dollar value of revenue contracts and the timing of accounts receivable collections. The going concern status of the Company depends on its ability to generate sufficient cash flows to meet its obligations in a timely manner and to obtain additional income or debt as may be required and/or recurring financial support from shareholders or other related parties. As of March 31, 2026, the Company had cash and cash equivalents of $3,808,469. As a result, management believes that current levels of cash and cash flows will be sufficient to meet anticipated cash needs for at least the next 12 months from the date of the issuance of this report. However, the Group may need additional cash resources in the future if it experiences changed business conditions or other developments and may also need additional cash resources in the future if it wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If the Group determines that the cash requirements exceed amounts of cash on hand, it may seek to issue debt or equity securities or obtain a credit facility.

Taking into account the ability for the Group to raise financing, the management has alleviated the substantial doubt about the Group’s ability to continue as a going concern.

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than 50% of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Emerging Growth Company

The Group is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

F-7

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to optout is irrevocable. The Group has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Group, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Group’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Uses of estimates

In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Significant accounting estimates required to be made by management include, but are not limited to impairment of long-lived assets, determination of incremental borrowing rate for leases, expected credit loss of receivables. The Group evaluates its estimates and assumptions on an ongoing basis and its estimates on historical experience, current and expected future conditions and various other assumptions that management believes are reasonable under the circumstances based on the information available to management at the time these estimates and assumptions are made. Actual results and outcomes may differ significantly from these estimates and assumptions.

Foreign currency translation

The functional currency of the Group is the U.S. dollar. The Group engages in international commerce with a variety of entities. Although its operations may expose it to certain levels of foreign currency risk, its transactions are predominantly U.S. dollar denominated and majority of the subsidiaries’ primary cash flows are U.S. dollar denominated. Transactions in currencies other than the functional currency are translated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized in the consolidated statements of income.

Fair value of financial instruments

ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

●

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

●

Level 3 — inputs to the valuation methodology are unobservable.

F-8

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Unless otherwise disclosed, the fair value of the Group’s financial instruments, including cash, accounts receivable, due from related parties, accounts payable, advance from customers, due to related parties, accrued expenses and current maturity of long-term loan approximates their recorded values. The Group determined that the carrying value of the long-term loans approximated their fair value by comparing the stated loan interest rate to the rate charged by similar financial institutions.

Cash

Cash comprises cash at banks and on hand, which includes deposits with original maturities of three months or less with commercial banks.

Expected credit losses of receivables

The Group’s accounts receivable, other receivables (included in “prepayments and other current assets”) and due from related parties are within the scope of Accounting Standards Codification (“ASC”) 326. To estimate current expected credit losses, the Group has identified the relevant risk characteristics of its customers and the related receivables and other receivables which include size, type of the services the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the past collection experience, any changes in customer collection trends, the credit worthiness of customers, the contractual and customary payment terms that generally range from 30 to 180 days, current economic conditions, and expectation of future economic conditions (external data and macroeconomic factors). Receivable balances are written off (i.e., charged-off against the allowance) when they are determined to be uncollectible after all means of collection have been exhausted and the potential for recovery is considered remote. The Group recorded current expected credit loss expense for accounts receivable amounted to nil for the six months ended December 31, 2025 and 2024.

Prepayments and other assets primarily consist of lease deposit, and employee advance, which are presented net of allowance for doubtful accounts. These balances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Group considers the balances to be impaired if the collectability of the balances becomes doubtful. The Group uses the loss-rate method to estimate the allowance for credit losses. The Group considers the past collection experience, any changes in collection trends, the credit worthiness of counter-parties, the contractual terms, current economic conditions, and expectation of future economic conditions. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Delinquent account balances are written off against allowance for credit losses after management has determined that the likelihood of collection is not probable. For the six months ended December 31, 2025 and 2024, the Group provided allowance for credit losses of nil.

Property and equipment, net

Property and equipment are recorded at cost. Depreciation is provided in amounts sufficient to amortize the cost of the related assets over their useful lives using the straight-line method, as follows:

			Useful life
Office and electronic equipment			3 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of income in other income or expenses. Depreciation expense was $3,567 and $782 for the six months ended December 31, 2025 and 2024, respectively.

F-9

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Vessels, net

Vessels are carried at historical cost less accumulated depreciation and impairment adjustments, if any. The depreciation on vessels is reviewed annually to ensure that the method and period used reflect the pattern in which the asset’s future economic benefits are expected to be consumed. The gross carrying amount of the vessel is the purchase price, including duties/taxes, borrowing costs and any other direct costs attributable to bringing it to the location and condition necessary for the vessels intended use. Capitalization of costs will cease once the vessel is in the location and condition necessary for it to be able to operate in the manner consistent with its intended design. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of a vessel; otherwise, these amounts are charged to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful life of a vessel, after considering the estimated salvage value. Each vessel’s salvage value is equal to the product of its lightweight tonnage and estimated scrap rate. Salvage values are periodically reviewed and revised, if needed, to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage value affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods. Management estimates the useful life of its vessels to be 10 – 25 years from the date of their initial delivery from the shipyard.

Vessels under financing leases are also included in this caption on the consolidated balance sheets.

Impairment of long-lived assets

Vessels, net, property and equipment, net and other long-lived assets held and used are reviewed periodically for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. The Group evaluates the carrying amounts and periods over which long-lived assets are depreciated to determine if events or changes in circumstances have occurred that would require modification to their carrying values or useful lives. Measurement of the impairment loss is based on the fair value of the asset. The Group determines the fair value of its assets on the basis of management estimates and assumptions by making use of available market data and taking into consideration third party valuations performed on an individual vessel basis. In evaluating useful lives and carrying values of long-lived assets, certain indicators of potential impairment, are reviewed such as undiscounted projected operating cash flows, vessel market price, gross profit margin and overall market conditions.

Undiscounted projected net operating cash flows are determined for each asset group and compared to the carrying value of the vessel, the unamortized portion of deferred drydock and other capitalized items, if any, related to the vessel. The Group has considered various indicators, including but not limited to, the market price of its long-lived assets, its contracted revenues and cash flows and the economic outlook.

As of December 31, 2025 and June 30, 2025, the Group concluded that events and circumstances did not trigger the existence of potential impairment of its vessels and other long-lived assets and that step one of the impairment analysis was not required.

Deferred dry docking cost, net

Vessels are subject to regularly scheduled drydocking and special surveys which are generally carried out every 60 months, depending on the vessels’ ages to coincide with the renewal of the related certificates issued by the classification societies, unless a further extension is obtained in rare cases and under certain conditions. The cost of drydocking and special surveys are deferred and amortized over the above periods or to the next drydocking or special survey date if such date has been determined.

F-10

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Costs capitalized as part of the drydocking consist principally of the actual costs incurred at the yard, and expenses relating to spare parts, paints, lubricants and services incurred solely during the drydocking or special survey period. As of December 31, 2025 and June 30, 2025, the deferred dry-docking cost, net was $1,107,701 and $682,637, respectively. For the six months ended December 31, 2025 and 2024, the amortization expense for the deferred dry-docking costs amounted to $321,704 and $137,375, respectively.

Short-term investment

Short-term investments consist of the Group’s investment in private funds. The private equity fund, over which the Group does not have the ability to exercise significant influence, is accounted for under the practical expedient in ASC Topic 820, Fair Value Measurement (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment (“NAV practical expedient”). The Company currently does not hold any investments that do not qualify for the NAV practical expedient.

Revenue recognition

The Group is engaged in vessels rental and management services and primarily derives its revenue from time charter contracts and provides vessel management service.

On July 1, 2019, the Group has adopted ASC 842 “Leases” and ASU 2014-09, Revenue from Contracts with Customers (ASC 606) and all subsequent ASUs that modified ASC 606 using the modified retrospective approach. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Group applies the following steps:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Time charter revenue

A time charter is a type of contract that is entered into for the use of such vessel as well as such vessel’s operations for a specific period of time at a specified daily charter hire rate. Charter durations may range from one month to two years. The Group accounts for its time charter contracts as operating leases pursuant to ASC 842 “Leases”. The Group has determined that the non-lease component in its time charter contracts relates to services for the operation of the vessel, which comprise of crew, technical and safety services, among others. The Group further elected to adopt the above discussed optional practical expedient and recognize lease revenue as a combined single lease component for all time charter contracts (operating leases) since it made a determination that the related lease component and non-lease component have the same timing and pattern of transfer during lease term of each vessel and the predominant component is the lease. Lease revenues are recognized on a straight-line basis over the rental periods of such charter agreements, as rental service is provided, beginning when a vessel is delivered to the charterer until it is redelivered back to the Group, and is recorded as time charter revenues.

Vessel operating costs incurred during the leasing period for the maintenance and operation of the vessels such as for crews, maintenance and insurance are typically paid by the Group are expensed as incurred as the timing and pattern of transfer of the components are identical to the operating lease revenue earned from the charter hire.

Vessel management services revenue

The Group contracts with various customers to carry out vessel management services. Vessel management services consists of assignment of the Group’s crew team member to the customers’ vessels for their operation and provision of dry-docking, lubricating oil, spare parts procurement and other maintenance services over the contract term. Most of the vessel management services agreements have a term more than one year and are typically billed on a monthly basis. The Group provides the services to the customer and satisfies its performance obligation over the term of the contract.

F-11

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Disaggregation of Revenues

For the six months ended December 31, 2025 and 2024, the disaggregated revenues by revenue streams were as follows:

	For the Six Months ended December 31,
	2025		2024
Time charter revenue (over time recognition)	$	9,176,820	$	9,977,858
Vessel management services revenue (over time recognition)		3,411,443		3,408,509
Total	$	12,588,263	$	13,386,367

For the six months ended December 31, 2025 and 2024, the disaggregated revenues by customer location were as follows:

	For the Six Months ended December 31,
	2025		2024
Singapore	$	9,250,107	$	10,047,638
Hong Kong S.A.R.		1,892,510		1,909,464
Other countries		1,445,646		1,429,265
Total	$	12,588,263	$	13,386,367

A contract liability exists when the Group has received consideration prior to it being earned. These amounts are recognized as revenue over the charter period. As of December 31, 2025 and June 30, 2025, contract liabilities amounted to $497,360, and $433,125, respectively. All contract liabilities as of June 30, 2025 have been recognized as revenue in the next month. All contract liabilities as of December 31, 2025 have been recognized as revenue in January 2026.

Leases

The Group has lease contracts for vessels and office space. Leases are classified as either operating leases or finance leases, based on an assessment of the terms of the lease. The Group records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of weighted average interest rate of its own bank loan. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing lease expense when the lessor makes the underlying asset available to the Group.

For leases with a lease term not more than one year and without a purchase option (short-term leases), the Group records operating lease expense in its consolidated statements of income on a straight-line basis over the lease term and record variable lease payments as incurred.

F-12

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income taxes

The Group accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

Related parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.

Earnings per share

The Group computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended December 31, 2025 and 2024, there were 1,076,035 and 1,000,000 weighted average basic and dilutive shares, respectively.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group’s business segments. The Group uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s CODM for making operating decisions and assessing performance as the source for determining the Group’s reportable segments. The Chief Executive Officer is identified as the chief operating decision maker (CODM). The management, including the chief operating decision maker, measures performance based on our overall return to shareholders based on combined net income. Although separate vessel financial information is available, the CODM internally evaluates the performance of the Group as a whole and not on the basis of separate business units, as a result, the Group has determined that it operates as one reportable segment.

The CODM does not review segment assets and segment expenses at a level different than what is reported in the Company’s Consolidated Balance Sheets and Consolidated Statements of Income. Additionally, the CODM regularly receives information about the Company’s capital expenditures which are reported in the Company’s Consolidated Statement of Cash Flows as purchase of long-lived assets under investing activities.

Additionally, other segment items include research and development expenses related to seaborne innovational business with current research direction of seaborne pulping for the six months ended December 31, 2025 and 2024.

For the six months ended December 31, 2025 and 2024, all revenue is generated outside of the United States. For disaggregated revenues by revenue streams and customer location, please see Revenue Recognition above.

The Company’s long-lived assets consist primarily of vessels and property and equipment, all of which are located outside of the United States.

F-13

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Concentrations of risks

a. Concentration of credit risk

Assets that potentially subject the Group to a significant concentration of credit risk primarily consist of cash and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts at the balance sheet dates. As of December 31, 2025, and June 30, 2025, the aggregate amount of cash of $3,829,158 and $5,441,407, respectively, was held at major financial institutions in Singapore. The Group believes that no significant credit risk exists as all of the Group’s cash are held with financial institutions in Singapore of high credit quality. Deposits are insured by the Singapore Deposit Insurance Corporation, for up to 100,000 Singapore Dollar (approximately $78,000) in aggregate per depositor. As of December 31, 2025, and June 30, 2025, the Group’s uninsured cash balance was approximately $3,875,168 and $5,478,297, respectively. The Group conducts credit evaluations of its customers and suppliers, and generally does not require collateral or other security from them. The Group establishes an accounting policy to provide for allowance for credit loss based on the individual customer’s and supplier’s financial condition, credit history, and the current economic conditions.

b. Significant customers

For the six months ended December 31, 2025, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party) and Customer B accounted for approximately 73% and 11%, respectively, of the Group’s total revenues. For the six months ended December 31, 2024, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party) and Customer B accounted for approximately 70% and 11% respectively, of the Group’s total revenues. As of December 31, 2025, Customer B accounted for approximately 98% of the Group’s accounts receivable. As of June 30, 2025, Customer A (Topsheen Shipping Singapore Pte. Ltd., a related party), Customer B, Customer D (Meida Shipping Co., Limited, a related party) and Customer E (Tongda Shipping Co., Limited, a related party) accounted for approximately 47%, 22%, 12% and 11%, respectively, of the Group’s accounts receivable and accounts receivable- related parties.

c. Significant suppliers

For the six months ended December 31, 2025, Supplier A accounted for approximately 17% of the Group’s total cost of revenues. For the six months ended December 31, 2024, Supplier A accounted for approximately 17% of the Group’s total cost of revenues. As of December 31, 2025 and June 30, 2025, no supplier accounted for more than 10% of the Company’s total accounts payable.

Recent Accounting Pronouncements

The Group considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) — Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify accounting for income taxes. It removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The adoption of this guidance did not have a material impact on the Group’s unaudited condensed consolidated financial statements. In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). This ASU requires that public business entities must annually “(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).” A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The adoption of this guidance did not have a material impact on the Group’s unaudited condensed consolidated financial statements.

F-14

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (CODM), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in the update and existing segment disclosures in Topic 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective adoption. The Company adopted ASU 2023-07 as of July 1, 2024. The adoption of this guidance did not have a material impact on the Group’s unaudited condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements. The amendments in ASU 2024-02 contain amendments to the Codification that remove references to various FASB Concepts Statements. Following the release of ASU 2024-02 in March 2024, the effective date will be annual reporting periods beginning after December 15, 2024. The adoption of this guidance did not have a material impact on the Group’s unaudited condensed consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Group’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Group is currently assessing the impact this standard will have on the Group’s Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. ASU 2025-11 is intended to improve the navigability of required interim disclosures and clarify when that guidance is applicable, and also to provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Group is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 makes thirty-three incremental improvements to generally accepted accounting principles. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Group is currently evaluating the impact of ASU 2025-12 on its financial statements and related disclosures.

The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s consolidated balance sheets, statements of income and statements of cash flows.

F-15

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 3 — PREPAYMENTS AND OTHER ASSETS

Prepayments and other current assets consisted of the following:

	As of December 31, 2025		As of June 30, 2025
Advance to crew	$	215,431	$	172,133
Advance to employee		28,780		57,408
Rental deposit⁽¹⁾		100,000		500,000
Prepaid consulting service fee⁽²⁾		7,479,825		—
Other		76,743		58,810
Total	$	7,900,779	$	788,351

Prepayments and other non-current assets consisted of the following:

	As of December 31, 2025		As of June 30, 2025
Loan security deposit⁽³⁾	$	475,000	$	475,000
Prepaid research and development expenses		100,000		-
Prepaid consulting service fee⁽²⁾		960,959		-
Total	$	1,535,959	$	475,000

(1)	Rental deposit represents a deposit of $100,000 paid to the lessor of Top Advancer (see Note 8). During the six months ended December 31, 2025, the Company received $400,000 of this deposit, and the remaining balance is expected to be received in March 2026.

(2)

This represents prepaid consulting service fees of $8,440,784 paid to third-party service providers for consulting. These services are expected to be rendered over a contractual period of two years. The Company amortizes the prepaid consulting service fees on a straight-line basis over the service period. As of December 31, 2025, $7,479,825 and $960,959 are classified as current and non-current, respectively, based on the expected timing of service delivery.

(3)	This is long-term loan security deposit of $475,000, which is expected to be collected at the end of long-term loan agreement (see Note 9).

Note 4 — VESSELS, NET

	Cost			Accumulated Depreciation			Net Book Value
Total Vessels
Balance June 30, 2025	$	70,448,896		$	(20,726,468	)	$	49,722,428
Additions		-			(1,844,122	)		(1,844,122	)
Other movement		(6,399	)		-			(6,399	)
Balance December 31, 2025	$	70,442,497		$	(22,570,590	)	$	47,871,907

The above balances as of December 31, 2025 and June 30, 2025 are analyzed in the following tables:

	Cost		Accumulated Depreciation			Net Book Value
Owned Vessel*
Balance June 30, 2025	$	14,094,790	$	(2,491,323	)	$	11,603,467
Additions		—		(433,273	)		(433,273	)
Balance December 31, 2025	$	14,094,790	$	(2,924,596	)	$	11,170,194

F-16

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 4 — VESSELS, NET (cont.)

	Cost			Accumulated Depreciation			Net Book Value
Right-of-use assets under finance lease**
Balance June 30, 2025	$	56,354,106		$	(18,235,145	)	$	38,118,961
Additions		-			(1,410,849	)		(1,410,849	)
Other movement		(6,399	)		-			(6,399	)
Balance December 31, 2025	$	56,347,707		$	(19,645,994	)	$	36,701,713

*	Owned Vessel:

On August 14, 2022, the Group took delivery of the Top Brilliance, a 2008-built vessel of 56,823 dwt (Deadweight Tonnage), from an unrelated third party, for an acquisition cost of $14,094,790. Depreciation expense amounted to $433,273 and $433,273 for the six months ended December 31, 2025 and 2024.

**	Right-of-use assets under finance lease:

In September, 2018, the Group took delivery of Top Diligence, a 2018-built Dry Cargo vessel of 48,500 dwt, for a 10-year bareboat charter-in agreement. The bareboat charter-in provides for purchase obligation with a bargain purchase price at the end of 10-year charter period. The Group accounted for the vessel as finance lease and recorded right-of-use assets of $26,821,639 and financing lease liabilities of $17,710,000 on the lease beginning date. (see Note 8)

In January, 2019, the Group took delivery of Top Elegance, a 2019-built Dry Cargo vessel of 48,500 dwt, for a 10-year bareboat charter-in agreement. The bareboat charter-in provides for purchase obligation with a bargain purchase price at the end of 10-year charter period. The Group accounted for the vessel as finance lease and recorded right-of-use assets of $27,275,307 and financing lease liabilities of $17,710,000 on the lease beginning date. (see Note 8)

As of June 30, 2024, the Group completed the installation of desulfurizing towers on Top Diligence and Top Elegance. The original value of $2,059,036 is depreciated during the useful life.

Depreciation expense for the vessels under finance lease was $1,410,849 and $1,419,778 for six months ended December 31, 2025 and 2024, respectively

Note 5 — Short term investment

As of December 31, 2025 and June 30, 2025, the Group’s short-term investments are comprised of the following:

As of

December 31,

2025

As of
June 30,
2025

Private investment fund

10,300,869

On April 1, 2025, the Group paid $10,200,000 in cash to invest in private investment fund of Right Time SPC. The principal investment objective of the fund is to pursue returns by investing primarily in loans. The Group does not have the ability to exercise significant influence and elect to account for the investment under the NAV practical expedient. During the year ended June 30, 2025, the Group recognized a fair value gain of $100,869. As of June 30, 2025, the fair value of investments measured at net asset value was approximately $10,300,869. Subsequently in September and October 2025, the Group redeemed the investment and received net proceeds of $10,280,272 after deducting redemption fees and bank charges.

F-17

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 6 — ACCRUED EXPENSES AND OTHER LIABITIES

Accrued expenses and other current liabilities consisted of the following:

	As of December 31, 2025		As of June 30, 2025
Wages and welfare payable	$	891,645	$	660,589
Professional service fees		337,635		402,458
Others		9,465		50,056
Total	$	1,238,745	$	1,113,103

Note 7 — LONG-TERM PAYABLE

As of

December 31,

2025

As of
June 30,
2025

Long-term payable, current

—

507,479

Long-term payable represents the remaining balance for desulfurizing towers of Top Diligence and Top Elegance. which was fully paid off in current period.

Note 8 — Leases

Operating lease

In February, 2021, the Group took delivery of the Top Advancer, a 2016-built bulk carrier for a 59-month bareboat charter-in agreement. No purchase option or obligation clause is stipulated in the bareboat charter contract. The Group has performed an assessment considering the lease classification criteria under ASC 842 and concluded that the arrangement is an operating lease. Consequently, the Group has recognized an operating lease liability based on the net present value of the remaining charter-in payments based on rate at the lease commencement and an operating lease right-of-use asset at an amount equal to the operating liability adjusted for the carrying amount of the straight-line liability. Any changes resulted from the index or rate change is charged to expense during the period they occur.

For the six months ended December 31, 2025 and 2024, cash paid for operating lease liabilities amounted to $1,708,380 and $1,682,250, respectively.

The components of lease expenses for the six months ended December 31, 2025 and 2024 were as follows:

	For the six months ended December 31, 2025		For the six months ended December 31, 2024
Fixed operating lease	$	1,579,139	$	1,579,139
Variable operating lease		129,241		103,111
Total lease expense	$	1,708,380	$	1,682,250

F-18

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 8 — Leases (cont.)

The variable operating lease expense depending on the BSI (Baltic Supramax index) published by the Baltic Exchange is measured on a monthly basis and recognized during the period in which it incurred.

Supplemental balance sheet information related to operating lease was as follows:

	As of December 31, 2025		As of June 30, 2025
Right-of-use assets-operating lease, net	$	—	$	1,560,385

Operating lease liabilities – current	$	—	$	1,437,353

The weighted average remaining lease terms and discount rate for operating lease were as follows as of December 31, 2025 and June 30, 2025:

	As of December 31, 2025			As of June 30, 2025
Remaining lease term and discount rate:
Weighted average remaining lease term (years)		—			0.5 years
Weighted average discount rate		—	%		4.16	%

Short-term operating lease

The Group leased office space from a related party with fixed lease term of 1 year with no purchase or renew option. The Group elects not to apply the recognition requirements in ASC 842 to short-term leases and recognizes the lease payments in profit or loss on a straight-line basis over the lease term. Short-term lease expense amounted to nil and $13,795 for the six months ended December 31, 2025 and 2024.

Financing leases

In September, 2018, the Group took delivery of Top Diligence, a 2018-built Dry Cargo vessel of 48,500 dwt, for a 10-year bareboat charter-in agreement with Topsheen Shipping Group Limited (a related party, see Note 11). The bareboat charter-in provides for purchase obligation with a bargain purchase price at the end of 10-year charter period.

The Group has performed an assessment for Top Diligence considering the lease classification criteria under ASC 842 and concluded that the arrangement is a finance lease. Consequently, the Group has recognized vessel, net and a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the rate implicit in the lease (7.4%). As of December 31, 2025 and June 30,2025, the outstanding balance of lease liabilities was $5,890,260 and $6,739,912, respectively, and is repayable in 32 months and 38 months in consecutive monthly installments, with an estimated purchase option of $1,490,000.

In October, 2019, the Group took delivery of Top Elegance, a 2019-built Dry Cargo vessel of 48,500 dwt, for a 10-year bareboat charter-in agreement with Topsheen Shipping Group Limited (a related party, see Note 11). The bareboat charter-in provides for purchase obligation with a bargain purchase price at the end of 10-year charter period. The Group has performed an assessment for Top Elegance considering the lease classification criteria under ASC 842 and concluded that the arrangement is a finance lease. Consequently, the Group has recognized a finance lease liability based on the net present value of the remaining charter-in payments including the purchase option to acquire the vessel at the end of the lease period, discounted by the rate implicit in the lease (7.8%). As of December 31, 2025 and June 30, 2025, the outstanding balance of lease liabilities was $6,424,623 and $7,275,788, respectively, and is repayable in 42 months in consecutive monthly installments, with an estimated purchase option of $1,490,000.

F-19

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 8 — Leases (cont.)

The total amount of financing lease expense, including amortization and interest expenses recognized in the unaudited condensed consolidated statements of income for the six months ended December 31, 2025 and 2024 were as follows:

	For the six months ended December 31, 2025		For the six months ended December 31, 2024
Depreciation expenses	$	1,160,698	$	1,352,424
Interest expenses-fixed		505,272		629,263
Interest expenses-variable		134,236		277,905
Total	$	1,800,206	$	2,259,592

The variable interest expenses depending on LIBOR (later replaced by SOFR) are measured on a monthly basis and recognized during the period in which they are incurred.

Supplemental balance sheet information related to financing leases was as follows:

	As of December 31, 2025		As of June 30, 2025
Right-of-use assets-financing lease, net (included in Vessels, net, see Note 4)	$	36,701,714	$	38,118,961
Financing lease liabilities – current	$	3,279,203	$	3,338,390
Financing lease liabilities – non-current		9,035,680		10,677,310
Total financing lease liabilities	$	12,314,883	$	14,015,700

The weighted average remaining lease terms and discount rates for financing leases were as follows as of December 31, 2025 and June 30, 2025:

	As of December 31, 2025			As of June 30, 2025
Remaining lease term and discount rate:
Weighted average remaining lease term (years)		2.84 years			3.34 years
Weighted average discount rate		7.61	%		7.61	%

The following is a schedule of maturities of financing lease liabilities (excluding variable payments) as of December 31, 2025:

For the period ending June 30,
2026	$	2,080,635
For the year ending June 30,
2027		3,986,356
2028		3,753,139
Thereafter		4,182,754
Total future minimum lease payments	$	14,002,884
Less: imputed interest		1,688,001
Present value of lease liabilities	$	12,314,883

F-20

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 9 — LONG-TERM LOAN

Long-term loan consists of the following:

	As of December 31, 2025		As of June 30, 2025
Chailease International Financial Services (Singapore) Pte. Ltd. (due on August 8, 2027)	$	2,101,891	$	2,908,945
Total	$	2,101,891	$	2,908,945
Less: Long-term loan – current portion		1,445,984		1,656,288
Long-term loan – non-current portion	$	655,907	$	1,252,657

On August 3, 2022, the Group entered into a loan agreement with Chailease International Financial Services (Singapore) Pte. Ltd. to borrow $9,500,000. The loan bears an annual interest rate of Benchmark Rate plus 4.16%. Pursuant to a supplemental agreement, the Benchmark Rate — London Interbank Offered Rate(“LIBOR”) was replaced by the secured overnight financing rate published by CME Group (“CME TERM OF SOFR”) effective on April 8, 2023. Debt issuance cost of $230,500 was deferred and amortized through the loan period using effective interest rate method. A security deposit of $475,000 was deposited with the lender. The loan is guaranteed by Topsheen Shipping Singapore Pte. Ltd., shareholders and affiliates (related parties, see Note 11). The Group is required to repay monthly installments comprising principal and interest thereafter. In April 2024, the Company and the Lender entered into an amendment that the Company can repay US$1 million in advance with the updated payment schedule in the remaining period. The voluntary prepayment fee is 2% of the prepayment amount, which is US$20,000.

The repayment schedule for the loan are as follows:

For the period ending June 30,
2026	$	828,144
For the year ending June 30,
2027		1,130,492
2028		170,884
Subtotal	$	2,129,520
Less: unamortized debt issuance cost		(27,629	)
Total	$	2,101,891

Note 10 — CONVERTIBLE NOTES

On September 4, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). Pursuant to the Purchase Agreement, the Investor agreed to purchase from the Company, and the Company agreed to issue and sell to the Investor, (i) securities in the form of one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $10,000,000 (the “Commitment Amount”), for the purchase of Class A ordinary shares, par value $0.0025 per share, of Company (the “Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such Pre-Paid Purchase; (ii) 3,419 Class A Ordinary Shares as a commitment fee for the Pre-Paid Purchase facility set forth in the Purchase Agreement (the “Commitment Shares”); and (iii) 102,200 Class A Ordinary Shares to be used as pre-delivery shares (the “Pre-Delivery Shares”) on September 9, 2025 (the “Closing Date”). The Purchase Agreement provides for an initial Pre-Paid Purchase in the principal amount of $2,175,000, before deducting an original issue discount (the “OID”) of $160,000 and a transaction expense amount of $15,000 (the “Initial Pre-Paid Purchase”). The Company received net proceeds of $2,000,000 on September 10, 2025. The Commitment Shares and the Pre-Delivery Shares were issued to the investor on September 9, 2025. The OID for each subsequent Pre-Paid Purchase after the Initial Pre-Paid Purchase will be eight percent (8%) of the amount set forth in the applicable Request (as defined in the Purchase Agreement) and each subsequent Pre-Paid Purchase will accrue interest at the rate of six percent (6%) per annum. In addition, Investor also paid $255.50 to Company for the Pre-Delivery Shares. The initial Pre-Paid Purchase may be settled, at the Investor’s discretion, in Ordinary Shares valued at 82.5% of the lowest daily volume-weighted average price (VWAP) during the ten (10) trading days prior to each Purchase Notice Date (as defined in the Purchase Agreement). The Company may not issue shares that would cause the Investor to beneficially own more than 9.99% of the Company’s outstanding Ordinary Shares at any time. The Company accounted for the convertible debt as a single instrument in accordance with ASC 470-20, measured at its amortized cost on the consolidated balance sheets. In accordance with ASC470-20-25-20A, the fair value of the Pre-delivery shares (102,200 Class A ordinary share) shall be recorded as an issuance cost to the Convertible note (with the fair value of the Pre-Delivery Shares limited to the net proceeds from the issuance convertible note).

F-21

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 10 — CONVERTIBLE NOTES (cont.)

The Company issued 16,763 Class A Ordinary Shares to the Investor on December 2, 2025 in conversion of $275,000 convertible note balance.

The convertible note accounted for at amortized cost as of December 31, 2025 consisted of following:

	As of December 31, 2025

Convertible note principal	$	2,175,000
OID		(160,000	)
Legal cost		(15,000	)
Fair value for Pre-Delivery Shares related to the issuance of Convertible Note		(2,000,000	)
Accrued interests for Convertible debt		392,605
Conversion		(275,000	)
Total	$	117,605

Note 11 — RELATED PARTY TRANSACTIONS

The Group records transactions with various related parties. These related parties’ balances as of December 31, 2025 and June 30, 2025 and transactions for the six months ended December 31, 2025 and 2024 are identified as follows:

(1) Related parties with transactions and related party relationships

Name of Related Party		Relationship to the Group
Mr. Shoucheng Lei		A shareholder of the Group
Ocean Master Worldwide Corporation		Controlled by Mr. Shoucheng Lei, Ms. Luan Chen and Mr. Jun Li, shareholders of the Group
Rui Da Shipping Co. Limited		Controlled by Ocean Master Worldwide Corporation
Topsheen Shipping Limited		Related to Mr. Dong Zhang
Topsheen Shipping Singapore Pte. Ltd.		Related to Mr. Dong Zhang
Topsheen bulk Singapore Pte. Ltd.		Related to Mr. Dong Zhang
Xun Da Shipping Co. Limited		Controlled by Ocean Master Worldwide Corporation
Topsheen Shipping Group Limited		Controlled by Mr. Shoucheng Lei
Nanjing Top Confidence Marine Management Co., Ltd		Controlled by Mr. Shoucheng Lei
Mei Da Shipping Co. Limited		Controlled by Ocean Master Worldwide Corporation
Tong Da Shipping Co. Limited		Controlled by Ocean Master Worldwide Corporation
Keen Best Shipping Co Limited		Controlled by Ocean Master Worldwide Corporation
Mr. Dong Zhang		Family member of Mr. Jun Li
Mr. Qing Xu		Family member of Ms. Luan Chen
Top Corporation Shipping Limited		Controlled by Ocean Master Worldwide Corporation

F-22

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 11 — RELATED PARTY TRANSACTIONS (cont.)

(2) Accounts receivable-related parties

	As of December 31, 2025		As of June 30, 2025
Topsheen Shipping Singapore Pte. Ltd. ⁽¹⁾	$	—	$	616,279
Tong Da Shipping Co. Limited⁽²⁾		—		143,277
Mei Da Shipping Co. Limited⁽²⁾		—		159,638
Keen Best Shipping Co Limited⁽²⁾		5,000		99,121
Total	$	5,000	$	1,018,315

⁽¹⁾	The balance mainly represented consideration for time charter accounts receivable from Topsheen Shipping Singapore Pte. Ltd, which was collected in current period.

⁽²⁾	The balance represents the accrued management fees from related parties for vessel management services, which was partially collected in current period.

(3) Contract liabilities-related party

As of

December 31,

2025

As of
June 30,
2025

Topsheen Shipping Singapore Pte. Ltd.⁽¹⁾

497,360

433,125

⁽¹⁾	The balance represents the advance charter hire payments from Topsheen Shipping Singapore Pte. Ltd.

(4) Due from related parties

As of December 31, 2025 and June 30, 2025, the balances due to related parties were as follows:

As of

December 31,

2025

As of
June 30,
2025

Topsheen Shipping Singapore Pte. Ltd⁽¹⁾

412,873

331,948

⁽¹⁾	The balance represents the outstanding bunker receivable from Topsheen Shipping Singapore Pte. Ltd for time charter service provided by the Group.

(5) Due to related parties

As of December 31, 2025 and June 30, 2025, the balances due to related parties were as follows:

	As of December 31, 2025		As of June 30, 2025
Topsheen Shipping Group Limited⁽¹⁾	$	5,417	$	36,584
Nanjing Top Confidence Marine Management Co., Ltd⁽¹⁾		8,710		14,381
Due to shareholder and affiliate⁽²⁾		21,476,946		24,490,720
Ocean Master Worldwide Corporation		11,546		11,546
Total	$	21,502,619	$	24,553,231

(1)	The balances mainly represented the expenses paid on behalf of the Group.

(2)	The balances mainly represented non-interest-bearing loans from Mr. Shoucheng Lei and due on demand. During the six months end December 31, 2025, the Group repaid $3,000,000 of these loans to Mr. Shoucheng Lei.

F-23

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 11 — RELATED PARTY TRANSACTIONS (cont.)

(6) Services provided to related parties

	For the Six Months ended December 31, 2025		For the Six Months ended December 31, 2024
Topsheen Shipping Singapore Pte. Ltd. (Time charter & Vessel management services revenue)	$	9,250,107	$	9,430,014
Mei Da Shipping Co. Limited (Vessel management services revenue)		699,582		690,649
Tong Da Shipping Co. Limited (Vessel management services revenue)		707,132		721,736
Topsheen Bulk Singapore Pte Ltd (Time charter revenue)		—		617,624
Keen Best Shipping Co Limited (Vessel management services revenue)		485,796		497,079
Total	$	11,142,617	$	11,957,102

For the six months ended December 31, 2025 and 2024, the Group provided time charter service and vessel management services to the related parties. These numbers have been included in the revenue of the unaudited condensed consolidated statements of income.

(7) Financing lease from a related party

For the six months ended December 31, 2025 and 2024, the Group has financing leases from a related party. (see Note 8)

(8) Short-term office lease expense from a related party

For the

Six Months

ended

December 31,

2025

For the

Six Months

ended

December 31,

2024

Mr. Jun Li’s affiliate

13,795

These numbers have been included in the General and administrative expenses of the unaudited condensed consolidated statements of income.

(9) General and administrative expenses shared with a related party

For the

six months

ended

December 31,

2025

For the

six months

ended

December 31,

2024

Topsheen Shipping Group Co., Ltd

57,508

55,997

(10) Guarantee by a related party

As of December 31, 2025 and June 30, 2025, long-term loan totaling $2,101,891 and $2,908,945, respectively, was guaranteed by Topsheen Shipping Singapore Pte. Ltd., shareholders and affiliates. (see Note 9).

F-24

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 12 — TAXES

Cayman Islands

British Virgin Islands Taxation

Under the current laws of the British Virgin Islands, the Group’s subsidiary incorporated in BVI is not subject to income tax.

Hong Kong

The operating entities of the Group are registered in Hong Kong, where charter hire, whether attributable to a time charterparty or a bareboat charterparty, derived by a Hong Kong resident or non-resident ship operator from the operation of ships (wherever registered) outside the waters of Hong Kong and the river trade waters, or commencing from Hong Kong and proceeding to sea, is not chargeable to profits tax according to local tax regulations. Therefore, it is the Director’s view that the Group’s revenue is either not subject or exempt from income tax according to the tax regulations prevailing in the jurisdiction in which the Group operates. Hong Kong does not impose withholding tax on dividends and interest currently.

The following table reconciles the Hong Kong income tax rates to the Group’s effective tax rate for the six months ended December 31, 2025 and 2024:

	For the Six Months ended December 31, 2025			For the Six Months ended December 31, 2024
Statutory tax rate		16.5	%		16.5	%
Tax exemption		(16.5	)%		(16.5	)%
Effective tax rate		0.0	%		0.0	%

Note 13 — SHAREHOLDERS’ EQUITY

Ordinary Shares

The Company was incorporated on July 4, 2023 as a holding company. The Company’s authorized share capital was $50,000 divided into 500,000,000 ordinary shares of a par value of $0.0001 each upon incorporation (equivalent to 20,000,000 ordinary shares of a par value of $0.0025 each on a post-consolidation basis). The number of ordinary shares issued and outstanding was 92.1 as of July 4, 2023(equivalent to 3.7 shares on a post-consolidation basis).

F-25

On January 26, 2026, the Company held its extraordinary shareholder general meeting (the “Meeting”). At the Meeting, the shareholders of the Company adopted the following resolutions:

(i)

to increase the authorized share capital of the Company from US$50,000 divided into 500,000,000 Ordinary Shares of par value US$0.0001 each to US$100,000 divided into 1,000,000,000 Ordinary Shares of par value US$0.0001 each (equivalent to 40,000,000 ordinary shares of a par value of $0.0025 each on a post-consolidation basis).

(ii)

to authorize, establish, and designate two new classes of ordinary shares of US$0.0001 par value each (equivalent to par value of $0.0025 each on a post-consolidation basis), being the Class A Ordinary Shares and the Class B Ordinary Shares, with each of the Class A Shares and Class B Shares having the rights, obligations and privileges. Both the Class A Ordinary Shares and the Class B Ordinary Shares will have the same rights as the existing ordinary shares except that the Class B Ordinary Shares will have weighted voting rights. Each Class B Ordinary Share shall have thirty (30) votes at a meeting of the shareholders or on any resolution of shareholders whereas each Class A Ordinary Share shall only have one (1) vote. Each outstanding Class B Ordinary Share is convertible at any time after issuance at the option of the holder into one (1) Class A Ordinary Share. The Class A Shares will not be convertible into shares of any other class.

(iii)

to redesignate (a) 5,164,951 existing authorized and issued ordinary shares (equivalent to 206,598 shares on a post-consolidation basis) as Class B Shares. This includes 908,708 shares (equivalent to 36,348 shares on a post-consolidation basis) held by EASCOR HOLDING LIMITED and 4,256,243 shares (equivalent to 170,250 shares on a post-consolidation basis) held by BEVERLY HOLDING LIMITED; (b) The remaining 25,319,350 issued ordinary shares (equivalent to 1,012,774 shares on a post-consolidation basis) as Class A Shares; (c) 969,515,699 authorized but unissued ordinary shares(equivalent to 38,780,628 shares on a post-consolidation basis) as Class A Shares.

Recapitalization

By April 15, 2024, the Company effectuated a series of share recapitalizations (the “Recapitalization”). As a result of the Recapitalization, the Company had nominal issuance of 1,000,000 ordinary shares to the existing ordinary shareholders. The Company believes that the Recapitalization should be accounted for on a retroactive basis pursuant to ASC 260. All ordinary shares and per share data for all periods have been retroactively restated accordingly.

F-26

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 13 — SHAREHOLDERS’ EQUITY (cont.)

Private Placements

On August 20, 2025, the Company entered into an Ordinary Share Purchase Agreement with White Lion Capital LLC, a Nevada limited liability company (the “White Lion Capital”). Pursuant to the Purchase Agreement, White Lion Capital is committed to purchase our Class A ordinary shares, par value US$0.0025 per share, with an aggregate gross purchase price of up to $10,000,000 from time to time during the period commencing on August 20, 2025 and ending on the earlier of (i) the date on which White Lion Capital shall have purchased an aggregate number of our Class A ordinary shares equal to the Commitment Amount or (ii) the later of the 18 month anniversary of the Execution Date or the first closing. The Commitment Amount may be increased up to $30,000,000 upon the mutual written consent of White Lion Capital and us. On December 1, 2025, the Company issued 15,990 Class A Ordinary Shares (with 1,990 commitment shares) of the Company at a price of $11.75 per share for consideration of $144,427. On December 15, 2025, the Company issued 14,000 Class A Ordinary Shares of the Company at a price of $5.35 per share for consideration of $74,827.

Issuance for convertible notes

The Company issued 3,419 Commitment Shares and 102,200 Pre-Delivery Shares to Streeterville Capital, LLC on September 9, 2025 and 16,763 Class A shares on December 2, 2025 in conversion of $275,000 convertible note balance. (see Note 10)

Warrants

On March 31, 2025, the Company issued 3,350 warrants to Kingswood Capital Partners, LLC as additional compensation for underwriter services. Each warrant entitles the holder to purchase one ordinary share. The warrants are exercisable at any time and from time to time from September 30, 2025 to March 31, 2030 at an exercise price of $210.00 per share. Since the warrants are indexed to the Company’s own stock and meet all other conditions for equity classification, the Company classified the warrants in stockholders’ equity as part of additional paid-in capital, and no subsequent re-measurement is required. The fair value of the warrants as of March 31, 2025 was $386,644, measured using the Black-Scholes option pricing model with the following key assumptions:

	As of March 31, 2025
Expected term		5 years
Expected average volatility		121.1	%
Expected dividend yield		0	%
Risk-free interest rate		3.89	%

A summary of warrants activity was as follows:

	Number of warrants		Weighted average exercise price per hare		Weighted average remaining contractual life		Expiration dates
Balance of warrants outstanding as of June 30, 2025		-		-		-		-
- March 2025 Warrants		3,350		210.00		5 years		March 31, 2030
Balance of warrants outstanding and exercisable as of Dec 31, 2025		3,350		210.00		4.25 years

F-27

INTERCONT (CAYMAN) LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars — except for share data)

Note 14 — COMMITMENTS AND CONTINGENCIES

Contingencies

The Group may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Group determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Group can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Group, the Group believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on the Group’s consolidated financial position or results of operations or liquidity.

As of December 31, 2025, no significant financial nor capital commitments and contingencies existed.

Note 15 — SUBSEQUENT EVENTS

The Group evaluated all events and transactions that occurred after December 31, 2025 up through the date when the unaudited condensed consolidated financial statements were issued. Other than the events disclosed elsewhere in the unaudited condensed consolidated financial statements and those disclosed above, there are no other subsequent event occurred that would require adjustment or disclosure in the Group’s unaudited condensed consolidated financial statements.

F-28

SEC Form 424B3 filed by Intercont (Cayman) Limited