SEC Comment Letter 0000000000-23-000969 to Intelligent Group Ltd (INTJ)
Intelligent Group Ltd
Date: Jan. 30, 2023 · CIK: 0001916416 · Accession: 0000000000-23-000969
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United States securities and exchange commission logo January 30, 2023 Wai Lau Chief Executive Officer Intelligent Group Ltd 6/F, Wing On Cheong Building 5 Wing Lok Street Sheung Wan, Hong Kong Re:Intelligent Group Ltd Amendment No. 4 to Draft Registration Statement on Form F-1 Submitted January 6, 2023 CIK No. 0001916416 Dear Wai Lau: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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 our comments apply 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 these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted January 6, 2022 Cover Page 1.We note your revised disclosure that “[o]n December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act was enacted, which amended the HFCA by extending the aforementioned inspection period to from two to three consecutive years . . . .” Please revise to clarify that pursuant to the Accelerating Holding Foreign Companies Accountable Act and related statutes and regulations, the inspection period was shortened (as opposed to extended) to "two consecutive years instead of three" as you disclose on
FirstName LastNameWai Lau Comapany NameIntelligent Group Ltd January 30, 2023 Page 2 FirstName LastName Wai Lau Intelligent Group Ltd January 30, 2023 Page 2 page 4 and thus, reduced the time period before your ordinary shares may be prohibited from trading or delisted. Please make conforming changes as appropriate throughout the prospectus. Business Employees, page 67 2.We note your disclosure regarding your number of employees as of April 2022. Please revise to provide the information required for the periods specified in Item 6.D of Form 20-F. Unaudited Condensed Consolidated Statements of Income, page F-22 3.We reviewed your response to comment 2. Pro forma per share data is appropriate when dividends exceed earnings in the current year, even though the stated use of offering proceeds is other than for the payment of dividends. In these situations, pro forma per share data should give effect to the increase in the number of shares which, when multiplied by the offering price, would be sufficient to replace the capital in excess of earnings being withdrawn. Please revise to disclose pro forma per share data. Refer to SAB Topic 1:B.3.
You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551- 3336 if you have questions regarding comments on the financial statements and related matters. Please contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551- 3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Lawrence Venick
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United States securities and exchange commission logo
January 30, 2023
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted January 6, 2023
CIK No. 0001916416
Dear Wai Lau:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted January 6, 2022
Cover Page
1.We note your revised disclosure that “[o]n December 23, 2022, the Accelerating Holding
Foreign Companies Accountable Act was enacted, which amended the HFCA by
extending the aforementioned inspection period to from two to three consecutive years . . .
.” Please revise to clarify that pursuant to the Accelerating Holding Foreign Companies
Accountable Act and related statutes and regulations, the inspection period was shortened
(as opposed to extended) to "two consecutive years instead of three" as you disclose on
FirstName LastNameWai Lau
Comapany NameIntelligent Group Ltd
January 30, 2023 Page 2
FirstName LastName
Wai Lau
Intelligent Group Ltd
January 30, 2023
Page 2
page 4 and thus, reduced the time period before your ordinary shares may be prohibited
from trading or delisted. Please make conforming changes as appropriate throughout the
prospectus.
Business
Employees, page 67
2.We note your disclosure regarding your number of employees as of April 2022. Please
revise to provide the information required for the periods specified in Item 6.D of Form
20-F.
Unaudited Condensed Consolidated Statements of Income, page F-22
3.We reviewed your response to comment 2. Pro forma per share data is appropriate when
dividends exceed earnings in the current year, even though the stated use of offering
proceeds is other than for the payment of dividends. In these situations, pro forma per
share data should give effect to the increase in the number of shares which, when
multiplied by the offering price, would be sufficient to replace the capital in excess of
earnings being withdrawn. Please revise to disclose pro forma per share data. Refer to
SAB Topic 1:B.3.
You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Lawrence Venick