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UPLOAD Filing

Intelligent Group Ltd
Date: Aug. 11, 2025 · CIK: 0001916416 · Accession: 0000000000-25-008379

Internal Controls Financial Reporting Regulatory Compliance

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File numbers found in text: 001-41974

Date
August 11, 2025
Author
Division of
Form
UPLOAD
Company
Intelligent Group Ltd

Letter

Re: Intelligent Group Ltd Form 20-F filed April 14, 2025 File No. 001-41974 Dear Wai Lau:

August 11, 2025

Wai Lau Chief Executive Officer Intelligent Group Ltd 1203C, Level 12, Tower 1 Admiralty Centre, 18 Harcourt Road Admiralty, Hong Kong

We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s).

Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this letter, we may have additional comments.

Form 20-F filed April 14, 2025 Item 15. Controls and Procedures Management's Annual Report on Internal Control over Financial Reporting, page

1. We note your disclosure that your annual report does not include a report of management s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies. An issuer does not need to include a report of management s assessment regarding internal control over financial reporting until it either had been required to file an annual report for the prior fiscal year or had filed an annual report for the prior fiscal year. It appears you filed an annual report on Form 20-F for the fiscal year ended November 30, 2023 on March 29, 2024. Accordingly, please amend your Form 20-F to include a report of management s assessment regarding internal control over financial reporting. Refer to Instruction 1 to Item 15 of Form 20-F for guidance. Please ensure the amendment includes updated certifications that are currently dated and signed by your current CEO and CFO. August 11, 2025 Page 2

In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Patrick Kuhn at 202-551-3308 or Abe Friedman at 202-551-8298 with any questions.

Sincerely,
Division of
Corporation Finance
Office of Trade &
Services

Show Raw Text
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<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Wai Lau
Chief Executive Officer
Intelligent Group Ltd
1203C, Level 12, Tower 1
Admiralty Centre, 18 Harcourt Road
Admiralty, Hong Kong

 Re: Intelligent Group Ltd
 Form 20-F filed April 14, 2025
 File No. 001-41974
Dear Wai Lau:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F filed April 14, 2025
Item 15. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page
75

1. We note your disclosure that your annual report does not include a
report of
 management s assessment regarding internal control over financial
reporting due to a
 transition period established by rules of the SEC for newly public
companies. An
 issuer does not need to include a report of management s assessment
regarding
 internal control over financial reporting until it either had been
required to file an
 annual report for the prior fiscal year or had filed an annual report
for the prior fiscal
 year. It appears you filed an annual report on Form 20-F for the fiscal
year ended
 November 30, 2023 on March 29, 2024. Accordingly, please amend your Form
20-F
 to include a report of management s assessment regarding internal
control over
 financial reporting. Refer to Instruction 1 to Item 15 of Form 20-F for
guidance.
 Please ensure the amendment includes updated certifications that are
currently dated
 and signed by your current CEO and CFO.
 August 11, 2025
Page 2

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Patrick Kuhn at 202-551-3308 or Abe Friedman at
202-551-8298 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>