Correspondence 0001213900-23-053653 from Intelligent Group Ltd (INTJ)
Intelligent Group Ltd
Date: June 30, 2023 · CIK: 0001916416 · Accession: 0001213900-23-053653
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272136
Referenced dates: June 13, 2023
Letter
Via Edgar Transmission Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Intelligent Group Ltd (the “Company”) Registration Statement on Form F-1 Filed May 23, 2023 File No. 333-272136
Re:
Dear Ms. Molina:
As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated June 13, 2023 from the Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.
Registration Statement on Form F-1 filed May 23, 2023
“The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance . . . “, page 33
1. We note your disclosure that “stock markets have experienced extreme price and volume fluctuations” and that “[s]tock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.” Revise to expand your discussion of the risks to investors when investing in stock where the price is changing rapidly. In particular, clearly state that such volatility, including any stockrun up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. To the extent that you anticipate your shares to be more thinly traded than larger, established companies with relatively larger public floats, also revise to discuss the risks and related consequences due to such lack of liquidity, including the risk that sales of relatively small quantities of shares by your shareholders may disproportionately influence your share price.
Response: We respectfully advise the Staff that we have amended the disclosure on page 36 of the registration statement to reflect the above.
Exhibit Index, page II-4
2. We note counsel’s assumptions in clauses (2)(g) and (2)(h) of the exhibit 5.1 validity opinion, as well as the limitations and qualifications pertaining to insolvency in paragraph 4.3. Please have counsel remove the relevant assumptions. In this regard, counsel cannot assume that the company has sufficient authorized shares and is not in bankruptcy. For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.
Response: We respectfully advise the Staff that we have updated exhibit 5.1 to the registration statement.
* * *
Please contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
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June 30, 2023
Via
Edgar Transmission
Ms. Jennifer López Molina
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
Washington, D.C. 20549
Re:
Intelligent Group Ltd (the “Company”)
Registration Statement on Form F-1
Filed May 23, 2023
File No. 333-272136
Dear Ms. Molina:
As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated June 13, 2023 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Registration Statement on Form F-1 (the “Form F-1”).
For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.
Registration Statement on Form F-1 filed May
23, 2023
“The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance . . . “, page 33
1.
We note your disclosure that “stock markets have experienced extreme price and volume fluctuations” and that “[s]tock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.” Revise to expand your discussion of the risks to investors when investing in stock where the price is changing rapidly. In particular, clearly state that such volatility, including any stockrun up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. To the extent that you anticipate your shares to be more thinly traded than larger, established companies with relatively larger public floats, also revise to discuss the risks and related consequences due to such lack of liquidity, including the risk that sales of relatively small quantities of shares by your shareholders may disproportionately influence your share price.
Response: We respectfully advise the Staff that we have amended the disclosure on page 36 of the registration statement to reflect the above.
Exhibit Index, page II-4
2.
We note counsel’s assumptions in clauses (2)(g) and (2)(h) of the exhibit 5.1 validity opinion, as well as the limitations and qualifications pertaining to insolvency in paragraph 4.3. Please have counsel remove the relevant assumptions. In this regard, counsel cannot assume that the company has sufficient authorized shares and is not in bankruptcy. For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.
Response: We respectfully advise the Staff that we have updated exhibit
5.1 to the registration statement.
* * *
Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.
Sincerely,
/s/ Lawrence S. Venick
Lawrence S. Venick
Direct Dial: +852.3923.1188
Email: lvenick@loeb.com