NCT Intercont (Cayman) Ltd

“Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026 pursuant to Section 404(a) of the Sarbanes-Oxley Act and concluded that it was not effective due to the material weaknesses described above.”

“(ii) the concentration of management authority arising from the post-period-end resignation of our Chief Financial Officer, whose duties were temporarily assumed by our Chief Executive Officer (who also serves as Chair of the Board), due to the absence of a prior talent pipeline and succession planning, which creates a segregation-of-duties issue and increases the risk to our financial reporting.”

“(i) 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 the 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;”

“Effective December 19, 2025, the Company dismissed UHY LLP ( UHY ) as its independent registered public accounting firm and appointed Assentsure PAC ( Assentsure ) as its successor independent registered public accounting firm. The change was approved by the Audit Committee and the Board.”

“management concluded that our internal control over financial reporting was not effective as of June 30, 2026, as a result of the material weaknesses described above.”

“we identified another material weakness relates to the concentration of management authority arising from the post-period-end resignation of our Chief Financial Officer, whose duties were temporarily assumed by our Chief Executive Officer (who also serves as Chair of the Board), due to the absence of a prior talent pipeline and succession planning, which creates a segregation-of-duties issue and increases the risk to our financial reporting.”

“The material weakness identified relates 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 the 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.”