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 ~~August~~September, 2025

Commission File Number: 001-42571

Intercont (Cayman) Limited

Room 1102, Lee Garden One,

33 Hysan Avenue,

Causeway Bay, Hong Kong
People’s Republic of China

(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

Entry into Material Definitive Agreements

On ~~August~~September 204, 2025, (the “Execution Date”), Intercont (Cayman) Limited (“We”, “Us” or the “Company”) entered into a anSecurities ~~Ordinary Share~~ Purchase Agreement (the “Purchase Agreement”) ~~with~~and ~~White Lion Capital LLC,~~ a ~~Nevada~~Registration ~~limited liability~~Rights ~~company~~Agreement (the “~~White Lion Capital~~RRA,”). ~~Pursuant~~and together towith the Purchase Agreement, ~~White~~and ~~Lion~~all ~~Capital~~related isschedules ~~committed~~and ~~to purchase our ordinary shares~~exhibits, ~~par~~including ~~value~~the ~~US$0.0001~~Pre-Paid ~~per~~Purchase ~~share,~~(as ~~with~~defined ~~an aggregate gross purchase price of up to $10~~below),~~000,000~~ (collectively, the “~~Commitment Amount”)~~Pre-Paid ~~from~~Transaction ~~time to time during the period commencing on the Execution Date and ending on the earlier of (i~~Agreements”) ~~the~~with ~~date~~Streeterville ~~on which White Lion~~ Capital, ~~shall~~LLC, ~~have~~a ~~purchased~~Utah anlimited ~~aggregate~~liability ~~number~~company ~~of our ordinary shares equal to the Commitment Amount or~~ (~~ii)~~ the ~~later of the 18 month anniversary of the Execution Date or the first closing~~“Investor”). ~~The Commitment Amount may be increased up to $30,000,000 upon the mutual written consent of White Lion Capital and us.~~

~~Under~~Pursuant to the Purchase Agreement, ~~subject~~ the Investor agreed to ~~certain~~purchase ~~exceptions~~from the Company, weand ~~have~~the Company agreed to issue and sell to the ~~right~~Investor, ~~but~~(i) ~~not~~securities in the ~~obligation,~~form toof ~~require~~one ~~White~~or ~~Lion~~more ~~Capital~~pre-paid bypurchases ~~delivering~~(each, a ~~purchase~~“Pre-Paid ~~notice (~~Purchase” and collectively, the “~~Purchase~~Pre-Paid ~~Notice~~Purchases”), in ~~from~~the ~~time~~aggregate purchase amount of up to ~~time~~$10,000,000 to(the “Commitment Amount”), for the purchase of ordinary shares, par value $0.0001 per share, of ~~our~~Company ~~ordinary~~(the ~~shares~~“Ordinary Shares”), upon the terms and subject to the limitations and conditions set forth in such aPre-Paid Purchase; (ii) 85,470 Ordinary Shares as a commitment fee for the Pre-Paid ~~Notice.~~Purchase ~~The~~facility set forth in the Purchase ~~Notice~~Agreement ~~may~~(the “Commitment Shares”); and (iii) 2,555,000 Ordinary Shares to be ~~either~~used aas ~~Rapid~~pre-delivery ~~Purchase~~shares ~~Notice~~(the or“Pre-Delivery aShares”) ~~Jumbo~~on ~~Purchase~~September ~~Notice~~9, 2025 (the “Closing Date”).

A The Purchase ~~Notice~~Agreement provides ~~shall~~for bean ~~deemed~~initial ~~delivered~~Pre-Paid toPurchase ~~White~~in ~~Lion Capital on~~ the ~~Business~~principal ~~Day~~amount ~~(i)~~of ~~such~~$2,175,000, ~~Purchase~~before ~~Notice~~deducting isan ~~received~~original byissue ~~9:00~~discount ~~a.m. New York time by email by White Lion Capital and~~ (~~ii)~~ the ~~DWAC~~ “OID”) of ~~the~~$160,000 ~~ordinary shares set forth in such Purchase Notice has been initiated~~ and ~~completed~~a astransaction ~~confirmed~~expense byamount ~~White~~of ~~Lion~~$15,000 ~~Capital’s~~(the ~~designated~~“Initial ~~brokerage~~Pre-Paid ~~account by 9:00 a~~Purchase”).m. ~~New~~The ~~York~~OID ~~time.~~for Ifeach ~~the~~subsequent ~~applicable Purchase~~Pre-Paid ~~Notice~~Purchase ~~is received~~ after ~~9:00~~the ~~a.m.~~Initial ~~New~~Pre-Paid ~~York~~Purchase ~~time~~will orbe ~~the~~eight ~~DWAC~~percent (8%) of the ~~applicable~~amount ~~Purchase~~set ~~Notice~~forth ~~Shares~~in ~~has~~the ~~not~~applicable ~~been~~Request ~~completed~~ (as ~~confirmed~~defined byin ~~White~~the ~~Lion~~Purchase ~~Capital’s~~Agreement) ~~designated~~and ~~brokerage~~each ~~account~~subsequent byPre-Paid ~~9:00~~Purchase ~~a.m.~~will ~~New~~accrue ~~York~~interest ~~time,~~at ~~then~~ the ~~next~~rate ~~Business~~of ~~Day~~six ~~shall~~percent be(6%) ~~the~~per ~~date~~annum. ~~of such~~In ~~Purchase Notice~~addition, Investor ~~unless~~also ~~waived~~paid by$255.50 ~~White~~to ~~Lion~~Company ~~Capital~~for inthe ~~writing~~Pre-Delivery Shares.

~~For a~~The ~~Rapid~~initial ~~Purchase~~Pre-Paid ~~Notice, the purchase price per share (the “Rapid~~ Purchase may ~~Price”) to~~ be ~~paid~~settled, byat ~~White~~the ~~Lion~~Investor’s ~~Capital shall be~~discretion, atin ~~our~~Ordinary ~~election,~~Shares ~~either~~valued ~~(i)~~at ~~the~~82.5% ~~average~~ of the ~~three~~ lowest ~~traded~~daily ~~prices~~volume-weighted ofaverage ~~the~~price (VWAP) ~~ordinary shares~~ during the ~~Rapid~~ten ~~Valuation Period, or~~ (ii10) ~~97%~~trading ofdays ~~the~~prior ~~traded~~to ~~price~~each ofPurchase ~~our~~Notice ~~ordinary~~Date ~~shares~~(as ~~two~~defined ~~hours~~in ~~following~~ the ~~written confirmation of the acceptance of the Rapid~~ Purchase ~~Notice by White Lion Capital~~Agreement). The ~~Rapid~~Company ~~Valuation~~may ~~Period~~not issue isshares ~~the~~that ~~same~~would ~~Business~~cause ~~Day on which~~ the ~~applicable~~Investor ~~Rapid Purchase Notice is deemed~~ to bebeneficially ~~delivered~~own ~~(the~~more ~~“Rapid~~than ~~Purchase Notice Date”)~~9.99% ~~The Closing~~ of athe ~~Rapid~~Company’s ~~Purchase~~outstanding ~~Notice~~Ordinary ~~shall~~Shares ~~occur~~at ~~one~~any ~~(1) Business Day following the Rapid Purchase Notice Date~~time.

The ~~committed~~ ~~obligation~~Purchase ofAgreement ~~White~~provides that ~~Lion~~Company ~~Capital~~may, ~~under~~at aits ~~Rapid~~sole ~~Purchase~~and ~~Notice~~absolute ~~shall~~discretion, ~~not~~at ~~exceed~~any ~~$1,000,000~~time and from time to time during the ~~maximum~~commitment ~~amount~~period, ofrequest ~~ordinary~~a Pre-Paid ~~shares~~Purchase ~~set~~in ~~forth~~an inamount ~~such~~less ~~Rapid~~than the Maximum Purchase ~~Notice~~Amount ~~that~~and ~~White~~greater ~~Lion~~than ~~Capital~~the isMinimum ~~required~~Purchase toAmount ~~purchase~~from ~~shall~~Investor beby ~~100%~~providing a written notice of ~~the~~such ~~Average~~request ~~Daily~~to ~~Trading Volume~~Investor (each, ~~unless~~a ~~waived~~“Request”). by“Maximum ~~White~~Purchase ~~Lion~~Amount” ~~Capital~~means at$2,000,000.00 less ~~its~~the ~~sole~~Pre-Paid ~~discretion~~Purchase outstanding balance and “Minimum Purchase Amount” means $250,000.00.

The Purchase Agreement and the RRA also stipulate that the Company will file a Registration Statement on Form F-1 with the U.S. Securities and Exchange Commission (the “SEC”) within forty-five (45) days from the Closing Date, which will cover the lesser of 40,000,000 Ordinary Shares or the maximum number of shares permitted by the SEC for the Commitment Shares, Pre-Delivery Shares, and Purchase Shares.

The Purchase Agreement contains customary representations, warranties, covenants, and closing conditions. The Pre-Paid Purchases are unsecured, and the Investor has the right, but not the obligation, to purchase additional Ordinary Shares under the terms set forth in the Purchase Agreement.

The foregoing description of the Pre-Paid Transaction Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Initial Pre-Paid Purchase and the RRA, which are filed as Exhibits 99.1, 99.2 and 99.3 respectively to this Current Report on Form 6-K, and each is hereby incorporated herein by reference.

For a Jumbo Purchase Notice, the purchase price per share (the “Jumbo Purchase Price”) to be paid by White Lion Capital shall be ninety-seven percent (97%) multiplied by the lowest daily VWAP that occurs during the Jumbo Purchase Valuation Period. The Jumbo Purchase Valuation Period is the three (3) consecutive Business Days commencing on the date of the Jumbo Purchase Notice (the “Jumbo Purchase Notice Date”), provided however, that the Company may elect to extend such period from three (3) Business Days up to a maximum of ten (10) consecutive Business Days. The closing of a Jumbo Purchase Notice shall occur one (1) Business Day following the Jumbo Purchase Valuation Period.

The committed obligation of White Lion Capital under a Jumbo Purchase Notice shall not exceed $4,000,000 and the maximum amount of our ordinary shares set forth in such Jumbo Purchase Notice that White Lion Capital is required to purchase shall be the product of (a) the number of days in the applicable Jumbo Purchase Valuation Period multiplied by (b) the Average Daily Trading Volume, unless waived by White Lion Capital at its sole discretion.

In addition, the number of our ordinary shares on any Purchase Notice to be purchased by White Lion Capital shall not exceed the number of the ordinary shares that, when aggregated with all other ordinary shares then owned by White Lion Capital, would result in White Lion Capital owning more than 4.99% of the number of our ordinary shares outstanding immediately prior to the issuance of our ordinary shares issuable pursuant to such Purchase Notice. White Lion Capital may increase such limitation to up to 9.99% at its sole discretion.

In connection with the Purchase Agreement, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with White Lion Capital, pursuant to which, we agreed to, within sixty (60) days following the Execution Date, file with the Securities and Exchange Commission (the “SEC”) a registration statement registering the resale of the maximum number of our ordinary shares underlying the Purchase Agreement, as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such ordinary shares by White Lion Capital. If the amount of shares initially registered is insufficient, the Company shall amend the registration statement or file a new registration statement, so as to cover all ordinary shares acquired by White Lion Capital pursuant to the Purchase Agreement as soon as practicable, subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations thereunder.

The foregoing summary description of each of the Purchase Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement, and Registration Rights Agreement, which are filed as Exhibit 99.1 and 99.2 respectively to this Current Report on Form 6-K, and each is hereby incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement, and Registration Rights Agreement.

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: August 26, 2025	Intercont (Cayman) Limited
Date: September 19, 2025	Intercont (Cayman) Limited
	By:	/s/ Muchun Zhu
		Muchun Zhu
		Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Ordinary~~Securities ~~Share~~ Purchase Agreement between Intercont (Cayman) Limited and ~~White~~Streeterville ~~Lion~~ Capital, LLC, dated ~~August~~September 204, 2025.
99.2		~~Registration~~Pre-Paid ~~Rights~~Purchase ~~Agreement~~#1 ~~between Intercont (Cayman) Limited and White Lion Capital LLC,~~ dated ~~August~~September 204, 2025.
99.3		Registration Rights Agreement between Intercont (Cayman) Limited and Streeterville Capital, LLC dated September 4, 2025

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