SEC Comment Letter 0000000000-23-007617 to Intelligent Group Ltd (INTJ)
Intelligent Group Ltd
Date: July 17, 2023 · CIK: 0001916416 · Accession: 0000000000-23-007617
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272136
Letter
United States securities and exchange commission logo July 17, 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. 1 to Registration Statement on Form F-1 Filed June 30, 2023 File No. 333-272136 Dear Wai Lau: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 13, 2023 letter. Amendment No. 1 to Registration Statement on Form F-1 filed June 30, 2023 Prospectus Summary The Offering, page 12 1.Please revise your disclosure here and throughout your registration statement to discuss the lock-up agreement in the context of the Resale Prospectus, if any. Exhibit Index, page II-4 2.We note your disclosure that Shiu Wing Joseph Chow, Kean Tat Che and Josephine Yan Yeung will serve as directors following effectiveness of this registration statement. Please file the consents required by Rule 438 of the Securities Act.
FirstName LastNameWai Lau Comapany NameIntelligent Group Ltd July 17, 2023 Page 2 FirstName LastName Wai Lau Intelligent Group Ltd July 17, 2023 Page 2 3.Please have counsel revise the legal opinion to state that the 350,000 shares included in the Public Offering Prospectus are validly issued, fully paid and non-assessable. In this regard, it appears that the Resale Shares referenced in the opinion only refer to the "1,250,000 Ordinary Shares which are presently issued and outstanding." General 4.We note your revised disclosure on the Resale Prospectus cover page that "[a]ny shares sold by the Selling Shareholder until our Ordinary Shares are listed or quoted on an established public trading market will take place at $[*] . . . ." Please revise your disclosure to ensure consistency. In this regard, we note your disclosure at the end of such paragraph that "[n]o sales of the shares covered by this prospectus shall occur until the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq." Please revise your disclosure accordingly to clarify that sales will not occur until after the completion of your initial public offering. Make conforming changes in your risk factor entitled "The offering price of our ordinary shares offered in the Resale Prospectus Resale is fixed" on page 29. 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
Show Raw Text
United States securities and exchange commission logo
July 17, 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. 1 to Registration Statement on Form F-1
Filed June 30, 2023
File No. 333-272136
Dear Wai Lau:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 13, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed June 30, 2023
Prospectus Summary
The Offering, page 12
1.Please revise your disclosure here and throughout your registration statement to discuss
the lock-up agreement in the context of the Resale Prospectus, if any.
Exhibit Index, page II-4
2.We note your disclosure that Shiu Wing Joseph Chow, Kean Tat Che and Josephine Yan
Yeung will serve as directors following effectiveness of this registration statement. Please
file the consents required by Rule 438 of the Securities Act.
FirstName LastNameWai Lau
Comapany NameIntelligent Group Ltd
July 17, 2023 Page 2
FirstName LastName
Wai Lau
Intelligent Group Ltd
July 17, 2023
Page 2
3.Please have counsel revise the legal opinion to state that the 350,000 shares included in
the Public Offering Prospectus are validly issued, fully paid and non-assessable. In this
regard, it appears that the Resale Shares referenced in the opinion only refer to
the "1,250,000 Ordinary Shares which are presently issued and outstanding."
General
4.We note your revised disclosure on the Resale Prospectus cover page that "[a]ny shares
sold by the Selling Shareholder until our Ordinary Shares are listed or quoted on an
established public trading market will take place at $[*] . . . ." Please revise your
disclosure to ensure consistency. In this regard, we note your disclosure at the end of such
paragraph that "[n]o sales of the shares covered by this prospectus shall occur until
the Ordinary Shares sold in our initial public offering begin trading on the Nasdaq."
Please revise your disclosure accordingly to clarify that sales will not occur until after the
completion of your initial public offering. Make conforming changes in your risk factor
entitled "The offering price of our ordinary shares offered in the Resale Prospectus Resale
is fixed" on page 29.
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