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May 4, 2023
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
Unit 2803, Level 28, Admiralty Centre
Tower 1, 18 Harcourt Road
Admiralty, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 6 to Draft Registration Statement on Form F-1
Submitted April 14, 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. 6 to Draft Registration Statement on Form F-1 submitted April 14, 2023
General
1.We note your disclosure on the prospectus cover page indicating that the Selling
Shareholder "is offering an additional 1,250,000 Ordinary Shares of IGL" and that "[t]his
offering is being conducted on a firm commitment basis." Please revise to clarify whether
the resale shares are part of the firm commitment offering. To the extent the Selling
Shareholder is conducting a separate offering, please revise to clarify whether such
offering will be concurrent with the initial public offering and at the IPO price, or if such
offering will occur following the completion of the initial public offering and at prevailing
market prices.  To the extent that you contemplate the latter scenario,

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 May 4, 2023 Page 2
 FirstName LastName
Wai Lau
Intelligent Group Ltd
May 4, 2023
Page 2
consider including separate prospectuses in this registration statement for each of the
primary and resale offerings. In this regard, include an explanatory note so that investors
receiving the IPO prospectus understand that the Selling Shareholder is conducting an
offering pursuant to a separate prospectus that also forms a part of this registration
statement.  On the resale prospectus cover page, also include a placeholder for the date of
effectiveness of this registration statement, the initial public offering price of your
ordinary shares, and the most recent trading price of your ordinary shares on Nasdaq.
Also confirm that you will include such information in the Rule 424(b) prospectus filed in
connection with the resale offering. Refer to Instruction 2 to Item 501(b)(3) of Regulation
S-K.
            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