SecProbe.io

CORRESP
 1
 filename1.htm

 Intercont (Cayman) Limited

 Room 8501, 11/F., Capital Centre,

 151 Gloucester Road,

 Wanchai, Hong Kong

 March 25, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, NE

 Washington, D.C., 20549

 Attn: Cheryl Brown, Liz Packebusch

 Re:
 Intercont (Cayman) Limited

 Registration Statement on Form F-1, as amended (File No. 333-282394)
 Request for Acceleration of Effectiveness

 Dear Ms. Brown and Ms. Packebusch:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Intercont (Cayman) Limited hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:00 p.m., Eastern Time, on March 27, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Intercont (Cayman) Limited

 By:
 /s/ Muchun Zhu

 Name:
 Muchun Zhu

 Title:
 Chairman and Chief Executive Officer

CORRESP
 1
 filename1.htm

 March 25, 2025

 VIA EDGAR

 Division of Corporation Finance

 Office of Energy & Transportation

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:

 Cheryl Brown
 Liz Packebusch

 Re:
 Intercont (Cayman) Limited (CIK No. 0002018529)

 Registration Statement on Form F-1, as amended
 File No. 333-282394

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations
under the Securities Act of 1933, as amended (the "Act"), the undersigned, for itself and the other underwriters, hereby joins
in the request of Intercont (Cayman) Limited that the effective date of the above-referenced registration statement be accelerated so
as to permit it to become effective at 4:00 p.m., Eastern Time, on March 27, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and Regulations
under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

 The undersigned advises that it has complied and will
continue to comply with, and it has been informed or will be informed by the underwriters or dealers that they have complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced issue.

 Very truly yours,

 Kingswood Capital Partners, LLC

 as the representative

 By:
 /s/Tyler Bashaw

 Name:
 Tyler Bashaw

 Title:
 Supervisory Principal

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Suite 1919, 45 Rockefeller Plaza

630 Fifth Avenue

New York, NY 10111, USA

T: (1-737) 215-8491

F: (1-917) 672-3642

VIA EDGAR

December 4, 2024

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cheryl Brown, Liz Packebusch

Re: Intercont
(Cayman) Limited

Amendment No.2 to Registration Statement on
Form F-1

Filed on November 15, 2024

CIK No. 0002018529

Ladies and Gentlemen:

On behalf of our client, Intercont (Cayman) Limited
(the “Company”), a company incorporated in the Cayman Islands, we are submitting to the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated November 25, 2024 (the “Comment Letter”) on the Company’s Amendment
No.2 to Registration Statement on Form F-1 filed on November 15, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting via EDGAR the Amendment No.3 to Registration Statement (the “Revised Registration Statement”). The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, or by providing
an explanation if the Company has not so revised the Registration Statement. For ease of reference, each comment contained in the Comment
Letter is printed below in bold, followed by the Company’s responses to such comment. All page references in the responses set forth
below refer to the page numbers in the Revised Registration Statement.

Exhibit Index, Page II-5

    1.
    Please note that, prior to effectiveness, you will need to file an updated auditor consent.

In response to the Staff’s comment,
the Company has filed an updated auditor consent as Exhibit 23.1 to the Revised Registration Statement.

If you have any questions regarding this submission,
please contact Lan Lou at (917) 661-8175 or loul@junhe.com.

Thank you again for your
time and attention.

    Yours sincerely,

    /s/ Lan Lou

    Lan Lou

    Partner

    Jun He Law Offices LLC

cc:

Muchun Zhu, Chairman of the Board and Chief Executive Officer, Intercont
(Cayman) Limited

Michael Burke, Partner, UHY LLP

Jason Ye, Ortoli Rosenstadt LLP

November 25, 2024
Muchun Zhu
Chief Executive Officer
Intercont (Cayman) Limited
Room 8501, 11/F., Capital Centre
151 Gloucester Road
Wanchai, Hong Kong
Re:Intercont (Cayman) Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed November 15, 2024
File No. 333-282394
Dear Muchun Zhu:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1
Exhibit Index, page II-5
1.Please note that, prior to effectiveness, you will need to file an updated auditor
consent.

November 25, 2024
Page 2
            Please contact Joseph Klinko at 202-551-3824 or Robert Babula at 202-551-3339 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lan Lou

CORRESP
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Suite
1919, 45 Rockefeller Plaza

630
Fifth Avenue

New
York, NY 10111, USA

T:
(1-737) 215-8491

F:
(1-917) 672-3642

VIA
EDGAR

November
15, 2024

Division
of Corporation Finance

Office
of Energy & Transportation

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Cheryl Brown, Liz Packebusch

    Re:
    Intercont
    (Cayman) Limited

Amendment
No.1 to Registration Statement on Form F-1

Filed
on October 21, 2024

CIK
No. 0002018529

Ladies
and Gentlemen:

On
behalf of our client, Intercont (Cayman) Limited (the “Company”), a company incorporated in the Cayman Islands, we are submitting
to the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) this letter setting
forth the Company’s responses to the comments contained in the Staff’s letter dated November 4, 2024 (the “Comment
Letter”) on the Company’s Amendment No.1 to Registration Statement on Form F-1 filed on October 21, 2024 (the “Registration
Statement”).

Concurrently
with the submission of this letter, the Company is submitting via EDGAR the Amendment No.2 to Registration Statement (the “Revised
Registration Statement”). The Company has responded to all of the Staff’s comments by revising the Registration Statement
to address the comments, or by providing an explanation if the Company has not so revised the Registration Statement. For ease of reference,
each comment contained in the Comment Letter is printed below in bold, followed by the Company’s responses to such comment. All
page references in the responses set forth below refer to the page numbers in the Revised Registration Statement.

Cover
Page

    1.
    Please
    provide to us your calculation of the increase in net tangible book value, increase in net tangible book value per share, pro forma
    net tangible book value, and pro forma net tangible book value per share.

In
response to the Staff’s comment, the Company has provided the required calculations in the tables displayed below.

Net
tangible Assets

    June 30, 2024

    Actual
    Pro-forma Adjustment (1)
    Pro forma

    $
    $
    $

    Total Assets
    $ 65,147,487
    $ 26,417,835
    $ 91,277,487

      (287,835 )

    Less: total liability
      (54,214,684 )
      -
      (54,214,684 )

    Less: deferred IPO cost
      (287,835 )
      287,835
      -

    Total net tangible assets
    $ 10,644,968

    $ 37,062,803

    The number of outstanding ordinary shares
      25,000,001
      3,700,000
      28,700,001

    Net tangible book value per share
    $ 0.43

    $ 1.29

    Assumed offering price

    $ 8.00

    Less Pro-forma net tangible assets per share

    $ (1.29 )

    Dilution in net tangible book value per share to IPO investors

    $ 6.71

    Pro-forma net tangible assets per share

    $ 1.29

    Less: Net tangible book value per share before offering

    $ (0.43 )

    Increase in net tangible book value per share

    $ 0.86

Note
-1 Offering information

    Assumed offering shares
      3,700,000

    Assumed offering share price
    $ 8.00

    Gross proceeds
    $ 29,600,000

    Expenses

    Underwriting Commission (7%)
    $ 2,072,000

    Underwriting accountable expense
    $ 250,000

    Underwriting non-accountable expense (0.5%)
    $ 148,000

    Other expenses related to this offering
    $ 1,000,000

        Less: deferred IPO cost paid by June 30, 2024
    $ (287,835 )

        Subtotal
      3,182,165

    Net proceeds
    $ 26,417,835

The
pro-forma adjustments reflect (i) net proceeds of $ $26,417,835 from a sale of 3,700,000 shares at an assumed initial public offering
price of $8.00 per share the midpoint of the estimated price range set forth on the cover page of the prospectus, and to reflect the
application of the proceeds after deducting the estimated underwriting discounts and estimated offering expenses payable by us. and (ii)
deferred IPO cost of $287,835 as of June 30, 2024 is subsequently reclassified to additional paid in capital at the time of consummation
of IPO.

    2

If
you have any questions regarding this submission, please contact Lan Lou at (917) 661-8175 or loul@junhe.com.

Thank
you again for your time and attention.

    Yours sincerely,

    /s/
    Lan Lou

    Lan Lou

    Partner

    Jun He Law Offices LLC

cc:

Muchun
Zhu, Chairman of the Board and Chief Executive Officer, Intercont (Cayman) Limited

Michael
Burke, Partner, UHY LLP

Jason
Ye, Ortoli Rosenstadt LLP

3

November 4, 2024
Muchun Zhu
Chief Executive Officer
Intercont (Cayman) Limited
Room 8501, 11/F., Capital Centre
151 Gloucester Road
Wanchai, Hong Kong
Re:Intercont (Cayman) Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed October 21, 2024
File No. 333-282394
Dear Muchun Zhu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed October 21, 2024
Dilution, page 49
1.Please provide to us your calculation of the increase in net tangible book value,
increase in net tangible book value per share, pro forma net tangible book value, and
pro forma net tangible book value per share.

November 4, 2024
Page 2
            Please contact Joseph Klinko at 202-551-3824 or Robert Babula at 202-551-3339 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lan Lou

CORRESP
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Suite 1919, 45 Rockefeller Plaza

630 Fifth Avenue

New York, NY 10111, USA

T: (1-737) 215-8491

F: (1-917) 672-3642

VIA EDGAR

October 21, 2024

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cheryl Brown, Liz Packebusch

    Re:
    Intercont (Cayman) Limited

Draft Registration Statement on Form F-1

Filed on September 27, 2024

CIK No. 0002018529

Ladies and Gentlemen:

On behalf of our client, Intercont (Cayman) Limited
(the “Company”), a company incorporated in the Cayman Islands, we are submitting to the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated October 8, 2024 (the “Comment Letter”) on the Company’s Registration
Statement on Form F-1 filed on September 27, 2024 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting via EDGAR the Amendment No.1 to Registration Statement (the “Revised Registration Statement”). The
Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, or by providing
an explanation if the Company has not so revised the Registration Statement. For ease of reference, each comment contained in the Comment
Letter is printed below in bold, followed by the Company’s responses to such comment. All page references in the responses set forth
below refer to the page numbers in the Revised Registration Statement.

Cover Page

    1.
    We note your response to prior comment 1 and reissue it in part. Please revise to clarify that all of the legal and operational risks associated with operating in the PRC also apply to your operations in Hong Kong. In this regard we note your revised disclosure indicating that, “[t]o the extent applicable,” all of the legal and operational risks associated in operating in the PRC also apply to the operations of your Hong Kong Subsidiaries.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 34 of the Registration Statement.

Financial Statements, page F-1

    2.
    Please update the financial statements and related disclosures included in the registration statement in accordance with the guidance outlined in Item 8.A. to Form 20-F.

In response to the Staff’s comment,
the Company has updated the financial statements and related disclosures included in the registration statement in accordance with the
guidance outlined in Item 8.A. to Form 20-F.

If you have any questions regarding this submission,
please contact Lan Lou at (917) 661-8175 or loul@junhe.com.

Thank you again for your
time and attention.

    Yours sincerely,

    /s/ Lan Lou

    Lan Lou

    Partner

    Jun He Law Offices LLC

cc:

Muchun Zhu, Chairman of the Board and Chief Executive Officer, Intercont
(Cayman) Limited

Michael Burke, Partner, UHY LLP

Jason Ye, Ortoli Rosenstadt LLP

October 8, 2024
Muchun Zhu
Chief Executive Officer
Intercont (Cayman) Limited
Room 8501, 11/F., Capital Centre
151 Gloucester Road
Wanchai, Hong Kong
Re:Intercont (Cayman) Limited
Registration Statement on Form F-1
Filed September 27, 2024
File No. 333-282394
Dear Muchun Zhu:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our August 9, 2024 letter.
Registration Statement on Form F-1 filed September 27, 2024
Cover Page
1.We note your response to prior comment 1 and reissue it in part. Please revise to
clarify that all of the legal and operational risks associated with operating in the PRC
also apply to your operations in Hong Kong. In this regard we note your revised
disclosure indicating that, "[t]o the extent applicable," all of the legal and operational
risks associated in operating in the PRC also apply to the operations of your Hong
Kong Subsidiaries.

October 8, 2024
Page 2
Financial Statements, page F-1
2.Please update the financial statements and related disclosures included in the
registration statement in accordance with the guidance outlined in Item 8.A. to Form
20-F.
            Please contact Joseph Klinko at 202-551-3824 or Robert Babula at 202-551-3339 if
you have questions regarding comments on the financial statements and related
matters. Please contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lan Lou

CORRESP
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Suite 1919, 45 Rockefeller Plaza

630 Fifth Avenue

New York, NY 10111, USA

T: (1-737) 215-8491

F: (1-917) 672-3642

VIA EDGAR

September 27, 2024

Division of Corporation Finance

Office of Energy & Transportation

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cheryl Brown, Liz Packebusch

    Re:
    Intercont (Cayman) Limited

Amendment No.1 to Draft Registration Statement
on Form F-1

Submitted on July 26, 2024

CIK No. 0002018529

Ladies and Gentlemen:

On behalf of our client, Intercont (Cayman) Limited
(the “Company”), a company incorporated in the Cayman Islands, we are submitting to the Staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”) this letter setting forth the Company’s responses to
the comments contained in the Staff’s letter dated August 9, 2024 (the “Comment Letter”) on the Company’s Amendment
No.1 to Draft Registration Statement on Form F-1 confidentially submitted on July 26, 2024 (the “Draft Registration Statement”).
The Company confirms that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to any
road show or the requested effective date of the registration statement.

Concurrently with the submission of this letter,
the Company is submitting via EDGAR the Registration Statement (the “Registration Statement”).
The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, or
by providing an explanation if the Company has not so revised the Registration Statement. For ease of reference, each comment contained
in the Comment Letter is printed below in bold, followed by the Company’s responses to such comment. All page references in the
responses set forth below refer to the page numbers in the Registration Statement.

Cover Page

    1.

    We note your response to prior comment
1 and reissue it in part. Please revise to clarify that all of the legal and operational risks associated with operating in the PRC also
apply to your operations in Hong Kong.

In response to the Staff’s comment,
the Company has revised the disclosure on the cover page and page 35 of the Registration Statement.

Risk Factors

We depend on certain customers for our revenue, page 16

    2.
    We note your response to prior comment 4. Please significantly expand your disclosure at page 84 to identify each contract you consider to be material and, for each, provide all of the information required by Item 10.C of Form 20-F.

In response to the Staff’s comment, the Company has revised the disclosure on pages 84 and 85 of the Registration Statement to include
a summary of each agreement that it considers to be material. The charters between the Company’s Shipping Subsidiaries and their
customers were entered into in the form of purchase orders via emails. Therefore, these arrangements are described in the Registration
Statement, but not filed as exhibits to the Registration Statement.

Compensation of Directors and Executive Officers,
page 101

    3.
    Please revise to provide disclosure of executive compensation paid for fiscal year end June 30, 2024. Refer to Item 4.a of Form F-1 and Item 6.B of Form 20-F.

In response to the Staff’s comment,
the Company has revised the disclosure to provide disclosure of executive compensation paid for fiscal year ending June 30, 2024, on page
101.

If you have any questions regarding this submission,
please contact Lan Lou at (917) 661-8175 or loul@junhe.com.

Thank you again for your
time and attention.

    Yours sincerely,

    /s/ Lan Lou

    Lan Lou

    Partner

    Jun He Law Offices LLC

cc:

Muchun Zhu, Chairman of the Board and Chief Executive Officer, Intercont
(Cayman) Limited

Michael Burke, Partner, UHY LLP

Jason Ye, Ortoli Rosenstadt LLP

August 9, 2024
Muchun Zhu
Chief Executive Officer
Intercont (Cayman) Limited
Room 8501, 11/F., Capital Centre
151 Gloucester Road
Wanchai, Hong Kong
Re:Intercont (Cayman) Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted July 26, 2024
CIK No. 0002018529
Dear Muchun Zhu:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our May 21,
2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and reissue it in part. Please revise to clarify
that all of the legal and operational risks associated with operating in the PRC also apply
to your operations in Hong Kong.

August 9, 2024
Page 2
Risk Factors
We depend on certain customers for our revenue, page 16
2.We note your response to prior comment 4. Please significantly expand your disclosure at
page 84 to identify each contract you consider to be material and, for each, provide all of
the information required by Item 10.C of Form 20-F.
Compensation of Directors and Executive Officers, page 101
3.Please revise to provide disclosure of executive compensation paid for fiscal year end
June 30, 2024. Refer to Item 4.a of Form F-1 and Item 6.B of Form 20-F.
            Please contact Joseph Klinko at 202-551-3824 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Lan Lou

United States securities and exchange commission logo
May 21, 2024
Muchun Zhu
Chief Executive Officer
Intercont (Cayman) Limited
Room 8501, 11/F., Capital Centre
151 Gloucester Road
Wanchai, Hong Kong
Re:Intercont (Cayman) Limited
Draft Registration Statement on Form F-1
Submitted April 24, 2024
CIK No. 0002018529
Dear Muchun Zhu:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.Please revise to discuss the legal and operational risks associated with having your
operations in Hong Kong. Discuss any applicable laws and regulations in Hong Kong and
the risks and consequences to the company. As an example, disclose how regulatory
actions related to data security or anti-monopoly concerns in Hong Kong, China's
Enterprise Tax Law, and the arrangement between Mainland China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion with respect to taxes on income, have or may impact the company’s
ability to conduct its business, accept foreign investment or list on a U.S. and/or foreign
exchange. Include related risk factor disclosure explaining whether there are laws and/or
regulations in Hong Kong that result in oversight over data security, how this oversight
impacts the company’s business and the offering, and to what extent the company believes

 FirstName LastNameMuchun Zhu
 Comapany NameIntercont (Cayman) Limited
 May 21, 2024 Page 2
 FirstName LastNameMuchun Zhu
Intercont (Cayman) Limited
May 21, 2024
Page 2
that it is compliant with the regulations or policies that have been issued.  With respect to
your disclosure that you believe the laws and regulations of the PRC do not currently have
any material impact on your business, financial condition or results of operations, please
revise to clarify that all of the legal and operational risks associated with operating in the
PRC also apply to your operations in Hong Kong.
Prospectus Summary, page 5
2.In your summary of risk factors, provide cross references to the more detailed discussions
in the prospectus regarding the risks that your corporate structure and being based in or
having the majority of the company’s operations in Hong Kong poses to investors.
3.You disclose at page 6 that, on December 16, 2021, the PCAOB issued a report to notify
the SEC of its determination that the PCAOB was unable to inspect or investigate
completely registered public accounting firms headquartered in mainland China and
Hong Kong, including your auditors, UHY LLP. This appears inconsistent with your
disclosure on the cover page and in your related risk factor at page 33. Please revise or
advise.
Risk Factors
We depend on certain customers for our revenue, page 14
4.We note your disclosure that you depend on certain customers for your revenue. In an
appropriate place in your prospectus please describe the material terms of any material
contracts with your customers and file such as exhibits with your registration statement.
Refer to Item 10.C of Form 20-F and Item 601(b)(10) of Regulation S-K. Please also
revise to clarify the identity of Customer A (a related party).
Intercont is a foreign private issuer within the meaning of the rules under the Exchange Act...,
page 39
5.Please revise your risk factor disclosure to identify any exemptions and scaled disclosures
which overlap with those available to you as both a foreign private issuer and an emerging
growth company, and to clarify that the described exemptions and scaled disclosures as a
result of your status as a foreign private issuer will be available to you even if you no
longer qualify as an emerging growth company.
Use of Proceeds, page 44
6.You state that you intend to use the net proceeds from the offering for “general corporate
purposes, including working capital, operating expenses, capital expenditures,
improvement of corporate facilities, and other general and administrative matters.” We
also note your disclosure that you “plan to use the proceeds…from this offering to expand
the seaborne pulping business.” Please revise to provide more meaningful and specific
disclosure of the intended use of proceeds and the approximate amounts intended to be
used for each such purpose, to the extent known. If the priority is reflected in the order in

 FirstName LastNameMuchun Zhu
 Comapany NameIntercont (Cayman) Limited
 May 21, 2024 Page 3
 FirstName LastName
Muchun Zhu
Intercont (Cayman) Limited
May 21, 2024
Page 3
which the uses have been listed, please state as much. Please refer to Instruction 1 to Item
504 of Regulation S-K.

Additionally, please disclose whether the proceeds will be used to compensate or
otherwise make payments to officers or directors of the company or any of its subsidiaries.
Enforceability of Civil Liabilities, page 49
7.Where disclosure elsewhere in your prospectus indicates certain of your officers and
directors are located in China, please identify those individuals in this section and also
include specific disclosure related to the enforceability of civil liabilities in China.
Industry Overview, page 62
8.We note your statements that "neither we nor any other party involved in this offering has
independently verified" the information in this section, and "neither we nor any other
party involved in this offering makes any representation as to the accuracy or
completeness of such information." It is not appropriate to directly or indirectly disclaim
liability for statements in your registration statement. Please revise or specifically state
that you take liability for these statements.
Business
Competition, page 78
9.We note your disclosure that, according to the Frost & Sullivan Report, your seaborne
pulping business operates an innovated business model unlike incumbent shipping
companies, and that you therefore do not expect to see direct competitors for your
seaborne pulping business in the near future. We further note that Topsheen Shipping
Group Corporation, for which Ms. Zhu, your Chief Executive Officer, Interim Chief
Financial Officer, and Chairman of the Board, has also been serving as a senior
investment adviser since 2009, operates the international shipping business of Caravelle
International Group, which is reportedly developing a similar carbon-neutral ocean
technology. Please advise whether you consider Caravelle International Group to be a
competitor and, in an appropriate area in your prospectus, disclose any material conflicts
related to Ms. Zhu and Topsheen Shipping Group Corporation. Please also supplementally
provide us with a copy of the Frost & Sullivan report.
Business
Debt and Financing, page 79
10.We note your disclosure that, except for the CIFSS Loan, neither the Group nor any of its
subsidiaries has entered into any material debt or financing arrangements. Please file a
copy of the CIFSS loan agreement as an exhibit to your registration statement or advise
why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.

 FirstName LastNameMuchun Zhu
 Comapany NameIntercont (Cayman) Limited
 May 21, 2024 Page 4
 FirstName LastName
Muchun Zhu
Intercont (Cayman) Limited
May 21, 2024
Page 4
Management, page 90
11.Please provide the information required by Item 6.B of Form 20-F or tell us why the
information is not required.
Related Party Transactions, page 96
12.Please ensure that you have provided all disclosure required by Item 7.B of Form 20-F for
the period since the beginning of your preceding three financial years up to the date of
your prospectus. Refer to Item 7.B of Form 20-F.
Financial Statements, page F-3
13.Please update the financial statements and related disclosures included in the registration
statement in accordance with the guidance outlined in Item 8.A. to Form 20-F.
14.We note your disclosure on pages 5 and F-25 that your Group’s Hong Kong subsidiaries
declared and paid in $11.8 million dividends to their shareholders by March 12, 2024.
When you update your interim financial statements for the period ended December 31,
2023, please address the following:
•Present a pro forma balance sheet, alongside your historical balance sheet, that
reflects the dividend. Please make conforming changes to your capitalization table to
give pro forma effect to the dividend.
•We note the dividends exceeded the Company’s fiscal 2023 earnings. Revise your
disclosure to present pro forma per share information to give effect to the number of
shares whose proceeds will be used to pay the $11.8 million dividend. Refer
to SAB Topic 1:B:3.
General
15.With respect to your belief that you are not required to complete a filing with the CSRC
under the Trial Measures for this offering, please disclose how you reached such
conclusion. For instance, although you disclose that you have no material connections
with the mainland of China, you also disclose that a majority of your officers and directors
are located there. If you are relying on the opinion of PRC counsel for such conclusion,
please identify counsel in the registration statement and file a consent from counsel.

 FirstName LastNameMuchun Zhu
 Comapany NameIntercont (Cayman) Limited
 May 21, 2024 Page 5
 FirstName LastName
Muchun Zhu
Intercont (Cayman) Limited
May 21, 2024
Page 5
            Please contact Joseph Klinko at 202-551-3824 or Robert Babula at 202-551-3339 if you
have questions regarding comments on the financial statements and related matters. Please
contact Cheryl Brown at 202-551-3905 or Liz Packebusch at 202-551-8749 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Lan Lou