SecProbe.io

CORRESP
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November 13, 2023

Via Edgar Transmission

Mr. Brian Fetterolf

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Re:

    Intelligent Group Ltd (the “Company”)

    Amendment No. 2 to Registration Statement on Form
    F-1

    Filed September 25, 2023

    File No. 333-272136

Dear Mr. Fetterolf:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated October 17, 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.

Amendment No. 2 to Registration Statement on
Form F-1 filed September 25, 2023

The Offering, page 12

1. We note your response to comment 1, as well as your revised disclosure that the “Selling Shareholder
may sell her Ordinary Shares pursuant to the Resale Prospectus upon the expiration of her lock-up period.” Revise to discuss any
lock-up agreement with your Selling Shareholder and include the length of the lock-up period in your disclosure. Also revise to clarify
whether the Selling Shareholder will be carved out from the directors and officers lock-up agreement, as your disclosure on page 94 indicates
that the Selling Shareholder is not subject to such agreement, but your disclosure on page 12 no longer carves out the Selling Shareholder
from such agreement. To the extent that the Selling Shareholder is not subject to any lock-up with respect to the shares to be sold pursuant
to the Resale Prospectus, clarify and state as such.

Response: We
respectfully advise the Staff that the Selling Shareholders have been updated and the Selling Shareholders are non-affiliates of the Company and are not subject
to lock-up. We  have amended the disclosures accordingly on pages 12, 94, 102, and Alt-14. We
have also inserted the risk factor “The future sales of Ordinary Shares by existing shareholders, including the sales pursuant
to this prospectus, may adversely affect the market price of our Ordinary Shares” on page 36.

General

2. We note your response to comment 4, as well as your revised disclosure, and we reissue the comment
in-part. Please revise your disclosure to ensure consistency regarding the price and timing of shares to be sold pursuant to the Resale
Prospectus. In this regard, we note your revised disclosure that "[n]o sales of the shares covered by this prospectus shall occur
until after completion of our initial public offering." However, your disclosure on page 29 continues to indicate that the offering
price of your ordinary shares offered in the Resale Prospectus is fixed "for the duration of the offering or until the Ordinary Shares
are listed on a national securities exchange at which time the Ordinary shares offered under the Resale Prospectus may be sold at prevailing
market prices or privately negotiated prices." Your disclosure on page 29 suggests that you intend to permit the selling stockholders
to sell prior to the successful listing of your Class A common stock on Nasdaq. Please revise or explain how this is permissible given
that listing is a condition to both your initial public and resale offerings.

Response: We respectfully advise the
Staff that the risk factor “The offering price of our ordinary shares
offered in the Resale Prospectus is fixed.” Has been removed.

* * *

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