SecProbe.io

<DOCUMENT>
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 August 26, 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 completed our review of your filing. 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.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Patrick Kuhn

 Abe Friedman

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Intelligent Group Ltd

 Response to the Staff's Comments on the Form 20-F filed April 14, 2025 (File No.
 001-41974)

 Dear Mr. Kuhn and Mr. Friedman:

 On behalf of our client, Intelligent
Group Ltd, a foreign private issuer organized under the laws of the British Virgin Islands (the " Company "), set forth
below are responses of the Company to the comments of the staff of the Division of Corporation Finance (the " Staff ")
of the U.S. Securities and Exchange Commission (the " Commission ") contained in your letter dated August 11, 2025 regarding
the above-referenced Form 20-F for the fiscal year ended November 30, 2024 (File No. 001-41974) (the " Form 20-F ").
Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Form 20-F.

 Concurrently with the submission
of this letter, the Company is submitting its revised annual report on Form 20-F (the " Form 20-F/A ") with certain exhibits
via EDGAR to the Commission for review.

 For your convenience, the response
is prefaced by the exact text of the Staff's corresponding comment in bold text. All references to page numbers and captions correspond
to the Form 20-F unless otherwise specified.

 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.

 The Company acknowledges the
Staff's comment and has included a report of management's assessment regarding internal control over financial reporting in
the Form 20-F/A. The Company further confirms that the certifications of its current CEO and CFO have been included as Exhibits 12.1 and
12.2 of the Form 20-F/A.

 If you have any questions regarding
this letter and the Form 20-F/A, please contact me by phone at +86 10 8524 5826 or via e-mail at steve.lin@hankunlaw.com.

 Very truly yours,

 /s/ Steve Lin

 Steve Lin

 cc: Wai Lau, Chief Executive Officer of Intelligent Group Ltd

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<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>

CORRESP
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February 28, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division
of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Intelligent Group Limited

Registration Statement on Form
F-1

File No. 333-272136

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request
of Intelligent that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective
at 5:00 p.m. Washington D.C. time on February 28, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General
Rules and Regulations under the Act, the undersigned advises that it intends to distribute approximately 350 copies of the Preliminary
Prospectus dated November 21, 2023 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it
has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    WESTPARK CAPITAL, INC.

    By:
    /s/ Jason Stern

    Name:
     Jason Stern

    Title:
     Chief Operating Officer

1800
Century Park East, Suite 220, Los Angeles, CA 90067 310 843-9300

CORRESP
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Intelligent Group
Limited

VIA EDGAR

February 28, 2024

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Finance

Washington, D.C. 20549

Attn: Brian Fetterolf and Jennifer López Molina

    Re:
    Intelligent Group Limited

    Registration Statement on Form F-1

    Filed May 23, 2023, as amended

    File No. 333-272136

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Intelligent Group Ltd hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 pm ET on February 28, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Wai Lau

    Wai Lau

    Chief Executive Officer

    cc:
    Loeb & Loeb LLP

    Haneberg Hurlbert PLC

CORRESP
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November 21, 2023

Via Edgar Transmission

Mr. Brian Fetterolf / Mr. Donald Field

Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Washington, D.C. 20549

    Re:

    Intelligent Group Ltd

    Amendment No. 3 to Registration Statement on Form F-1

    Filed November 13, 2023

    File No. 333-272136

Dear Mr. Fetterolf/ Mr. Field:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated November 16, 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. 3 to Registration Statement on
Form F-1 filed November 13, 2023

General

 1. We note your response to comment 2, as well as well as your revised disclosure, and we reissue the
comment in-part, as your disclosure on the Resale Prospectus cover page continues to suggest that you intend to permit the selling shareholders
to sell prior to the successful listing of your Ordinary Shares on Nasdaq. Please revise or explain how this is permissible given that
Nasdaq listing is a condition to both your initial public and resale offerings. In this regard, we note your disclosure that “[a]ny
shares sold by the Selling Shareholders until our Ordinary Shares are listed or quoted on an established public trading market will take
place at $[*], which is the assumed public offering price of the Ordinary Shares we are selling . . . .” However, you also disclose
that “[n]o sales of the shares covered by this prospectus shall occur until after completion of our initial public offering.”
Please revise to ensure your disclosure is consistent regarding (i) the price of the shares being sold pursuant to the Resale Prospectus,
as you continue to indicate that shares may occur at the assumed public offering price in addition to being sold “at prevailing
market prices or in privately negotiated prices” and (ii) whether the resale offering is conditioned upon the listing of your Ordinary
Shares on Nasdaq. As a further example only, we refer to footnote (2) on page Alt-12 and paragraph 4 of the Public Offering Prospectus
cover page which clearly addresses the initial public offering's Nasdaq contingency

Response: We respectfully advise
the Staff that we have amended the disclosure on the cover page of the Resale Prospectus to clarify that the sale of the resale shares
will only occur after trading on the Nasdaq Capital Market, beginning at prevailing market prices or in privately negotiated prices.

We also have revised footnote 2 on page Alt-12 to reflect the foregoing.

* * *

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

United States securities and exchange commission logo
November 16, 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. 3 to Registration Statement on Form F-1
Filed November 13, 2023
File No. 333-272136
Dear Wai Lau:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 17, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed November 13, 2023
General
1.We note your response to comment 2, as well as well as your revised disclosure, and we
reissue the comment in-part, as your disclosure on the Resale Prospectus cover page
continues to suggest that you intend to permit the selling shareholders to sell prior to the
successful listing of your Ordinary Shares on Nasdaq.  Please revise or explain how this is
permissible given that Nasdaq listing is a condition to both your initial public and resale
offerings.  In this regard, we note your disclosure that “[a]ny shares sold by the Selling
Shareholders until our Ordinary Shares are listed or quoted on an established public
trading market will take place at $[*], which is the assumed public offering price of the
Ordinary Shares we are selling . . . .”  However, you also disclose that “[n]o sales of the
shares covered by this prospectus shall occur until after completion of our initial public

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 November 16, 2023 Page 2
 FirstName LastName
Wai Lau
Intelligent Group Ltd
November 16, 2023
Page 2
offering.”  Please revise to ensure your disclosure is consistent regarding (i) the price of
the shares being sold pursuant to the Resale Prospectus, as you continue to indicate that
shares may occur at the assumed public offering price in addition to being sold “at
prevailing market prices or in privately negotiated prices” and (ii) whether the resale
offering is conditioned upon the listing of your Ordinary Shares on Nasdaq.   As a further
example only, we refer to footnote (2) on page Alt-12 and paragraph 4 of the Public
Offering Prospectus cover page which clearly addresses the initial public offering's
Nasdaq contingency.
            Please 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 Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Venick

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

United States securities and exchange commission logo
October 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. 2 to Registration Statement on Form F-1
Filed September 25, 2023
File No. 333-272136
Dear Wai Lau:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 17, 2023 letter.
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.

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 October 17, 2023 Page 2
 FirstName LastName
Wai Lau
Intelligent Group Ltd
October 17, 2023
Page 2
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
            Please 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 Lopez Molina at 202-551-3792 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Venick

CORRESP
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September 25, 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”)

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

    Filed June 30, 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 July 17, 2023 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Amendment No. 1 to 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. 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.

    Response: We
    respectfully advise the Staff that the Selling Shareholder may sell her Ordinary Shares pursuant to the Resale Prospectus upon the expiration of her lock-up period. We have clarified our disclosure on page 12, 30 and 94.

    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.

    Response: We respectfully advise the Staff that we have filed as exhibits the independent director consents.

    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.”

    Response: We respectfully advise the Staff that we have filed the revised legal opinion as Exhibit 5.1

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.

    Response: We respectfully advise the Staff that we have revised the disclosures in relation to the above.

* * *

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

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

CORRESP
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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

United States securities and exchange commission logo
June 13, 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
Registration Statement on Form F-1
Filed May 23, 2023
File No. 333-272136
Dear Wai Lau:
            We have reviewed your 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.
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 stock-
run 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

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 FirstName LastName
Wai Lau
Intelligent Group Ltd
June 13, 2023
Page 2
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.
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.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

May 23, 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”)

    Amendment No. 6 to Draft Registration Statement
    on Form F-1

    Submitted April 14, 2023

    CIK No. 0001916416

Dear Ms. Molina:

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated May 4, 2023 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Amendment No. 6 to Draft 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. 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, 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.

    Response: We respectfully advise the Staff that we have updated the disclosure on the Cover Page to disclose that the offering, which includes both 3,400,000 Ordinary Shares of IGL and 1,600,000 Ordinary Shares of the Selling Shareholder, is being conducted on a firm commitment basis.

* * *

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

United States securities and exchange commission logo
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,

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Intelligent Group Ltd
May 4, 2023
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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

United States securities and exchange commission logo
April 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. 5 to Draft Registration Statement on Form F-1
Submitted March 21, 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. 5 to Draft Registration Statement on Form F-1 submitted March 21, 2023
Cover Page
1.We note that you deleted the disclosure that your previous auditor, Friedman LLP, is
headquartered in Manhattan, New York.  Please revise to disclose such information here
and also disclose the location of your current auditor, as you do on page 4.
Prospectus Summary
Recent Regulatory Developments in the PRC, page 6
2.We note your revised disclosure that "[o]n February 17, 2023, the CSRC released the Trial
Measures and five supporting guidelines" and that domestic companies "should fulfill the

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Intelligent Group Ltd
April 4, 2023
Page 2
filing procedures and report relevant information to the CSRC" and that "any failure to
comply with such filling procedures may result in administrative penalties, such as an
order to rectify, warnings, and fines."  Please revise to provide a complete discussion of
how these regulations particularly apply to you, including your current status of
compliance with the process and related deadlines and transition periods, and the risk that
potential non-compliance may result in you being prohibited from listing or continuing to
list.  Also discuss the risk to investors if you list before receiving CSRC approval and
whether your offering is contingent upon receipt of approval from the CSRC.
Risk Factors
"Although the audit report included in this prospectus is prepared by U.S. auditors who are
subject to inspections by the PCAOB . . . ", page 15
3.Where you discuss the Holding Foreign Companies Accountable Act here, please revise to
disclose that such act was amended by the Consolidated Appropriations Act, 2023. Please
make conforming changes on page 4 of your prospectus.
Capitalization, page 38
4.Please revise your table to include bank borrowings.
            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

United States securities and exchange commission logo
January 30, 2023
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 4 to Draft Registration Statement on Form F-1
Submitted January 6, 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. 4 to Draft Registration Statement on Form F-1 submitted January 6, 2022
Cover Page
1.We note your revised disclosure that “[o]n December 23, 2022, the Accelerating Holding
Foreign Companies Accountable Act was enacted, which amended the HFCA by
extending the aforementioned inspection period to from two to three consecutive years . . .
.”  Please revise to clarify that pursuant to the Accelerating Holding Foreign Companies
Accountable Act and related statutes and regulations, the inspection period was shortened
(as opposed to extended) to "two consecutive years instead of three" as you disclose on

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 Comapany NameIntelligent Group Ltd
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 FirstName LastName
Wai Lau
Intelligent Group Ltd
January 30, 2023
Page 2
page 4 and thus, reduced the time period before your ordinary shares may be prohibited
from trading or delisted. Please make conforming changes as appropriate throughout the
prospectus.
Business
Employees, page 67
2.We note your disclosure regarding your number of employees as of April 2022.  Please
revise to provide the information required for the periods specified in Item 6.D of Form
20-F.
Unaudited Condensed Consolidated Statements of Income, page F-22
3.We reviewed your response to comment 2.  Pro forma per share data is appropriate when
dividends exceed earnings in the current year, even though the stated use of offering
proceeds is other than for the payment of dividends.  In these situations, pro forma per
share data should give effect to the increase in the number of shares which, when
multiplied by the offering price, would be sufficient to replace the capital in excess of
earnings being withdrawn.  Please revise to disclose pro forma per share data.  Refer to
SAB Topic 1:B.3.

            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

United States securities and exchange commission logo
December 12, 2022
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 15, 2022
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. 3 to Draft Registration Statement on Form F-1 submitted November 15, 2022
Prospectus Summary
Permission Required From Hong Kong and Chinese Authorities, page 7
1.We note your response to comment 1, as well as your revised disclosure.  Please revise to
address the basis for your disclosure that "[w]e also understand that IGL, IJL and ITL are
not required to obtain any permissions or approvals from any Chinese authorities to
operate their businesses as of the date of this prospectus."  For example, disclose whether
you relied on an opinion of counsel or alternatively are relying on management's internal
assessment and discuss such assessment.  Please make conforming changes on your
prospectus cover page and in your risk factor on page 14.

 FirstName LastNameWai Lau
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 FirstName LastName
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Page 2
Unaudited Condensed Consolidated Statements of Income, page F-22
2.We reviewed your response and revisions in response to comment 4.  Dividends exceed
earnings in the current year.  In these situations, pro forma per share data should give
effect to the increase in the number of shares which, when multiplied by the offering
price, would be sufficient to replace the capital in excess of earnings being withdrawn.
This is true even if the stated use of offering proceeds is other than for the payment of
dividends.  Refer to SAB Topic 1:B.3.  In addition, since the dividend is reflected in your
financial statements for the six months ended May 31, 2022, please remove the November
31, 2021 pro forma balance sheet information on page 12.
            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

United States securities and exchange commission logo
November 1, 2022
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 18, 2022
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. 2 to Draft Registration Statement on Form F-1 submitted October 18, 2022
Prospectus Summary
Permission Required From Hong Kong and Chinese Authorities, page 7
1.We note your response to comment 2, as well as your revised disclosure that "[a]s of the
date of this prospectus, each of our Hong Kong subsidiaries have received all requisite
permissions or approvals from the Hong Kong authorities to operate their businesses in
Hong Kong, including but not limited to their business registration certificates."  Please
revise to also address whether your holding company, IGL, has received all
requisite permissions or approvals from Hong Kong authorities to operate its business.
Please also disclose the basis for your disclosure that you "understand that IGL, IJL and

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 FirstName LastName
Wai Lau
Intelligent Group Ltd
November 1, 2022
Page 2
ITL are not required to obtain any permissions or approvals from any Chinese authorities
to operate their businesses" (e.g., disclose whether you relied on an opinion of counsel or
alternatively are relying on management).  Please make conforming changes on your
prospectus cover page and in your risk factor on page 14.
2.We note your response to comment 3, as well as your revised disclosure on the cover page
and on page 14.  Please make conforming changes on page 7 in your prospectus summary.
Regulations, page 68
3.Please discuss the arrangement between Mainland China and the Hong Kong
Special Administrative Region for the Avoidance of Double Taxation and the Prevention
of Fiscal Evasion.  In revising your disclosure, please also discuss China's Enterprise Tax
Law, which imposes a withholding income tax of 10% on dividends distributed by a
Foreign Invested Enterprise to its immediate holding company outside of Mainland China
unless such holding company is registered in Hong Kong or other jurisdictions that have a
tax treaty with Mainland China, in which case the tax is 5% (subject to a qualification
review at the time of the distribution).
Unaudited Condensed Consolidated Statement of Income, page F-22
4.We note the fiscal 2022 dividend distribution in excess of fiscal 2022 earnings.  Please tell
us your consideration of disclosing pro forma per share data pursuant to SAB Topic 1:B.3.
            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 Lopez Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Venick

United States securities and exchange commission logo
September 1, 2022
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 9, 2022
CIK No. 0001916416
Dear Ms. 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. 1 to Draft Registration Statement on Form F-1 submitted August 9, 2022
Cover Page
1.We note your revised disclosure in response to comment 1.  Please revise to disclose that
your structure involves unique risks to investors.
Permission Required From Hong Kong and Chinese Authorities, page 6
2.We note that you deleted your disclosure addressing permissions or approvals required "to
operate [the] business" of IGL, IJL and ITL.  Please revise to include this disclosure.
Additionally, throughout your discussion in this section as well as on the cover page and
the risk factor on page 14, please revise your disclosure to ensure that your discussion of

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permissions and approvals applies to both you and your subsidiaries.  In this regard, we
note that you have deleted references to IJL and ITL in certain instances and that your
disclosure now only appears to apply to the holding company.
3.We note your response to comment 11, as well as your amended disclosure discussing the
consequences "[i]n the event that [you] become subject to PRC laws or to the jurisdiction
of Chinese authorities . . . ."  Please revise to also describe the consequences to you and
your investors if you, your subsidiaries, or the VIEs if applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future. In this regard, we note you deleted such disclosure.
Key Factors Affecting Our Results of Operations
General market conditions of the capital market in Hong Kong, page 41
4.We note your response to comment 14, as well as your amended disclosure that
you "believe the Hong Kong capital markets have not, to date, been materially affected by
recent global economic conditions including supply chain disruptions and inflationary
pressures . . . ." Please revise to provide a reasonable basis for your statement. In this
regard, we note that your disclosure here indicates that the capital market in Hong Kong is
material to your business and industry.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 43
5.We reviewed your response and revised disclosure in response to comment 21.  When
discussing advertising expense on page 44 you disclose that, "non-current media and
promotion services were provided for [y]our clients during the year amounting to
HK$800,000."  This appears to contradict your disclosure on page 44 that advertising
expense represented your advertising expenses on media platforms to increase your brand
awareness and to attract potential customers.  Please explain the inconsistency and revise
your disclosure.
Liquidity and Capital Resources, page 46
6.We reviewed your response and revisions in response to comment 16.  When discussing
accounts receivable you disclose that, "any write-off has no impact on the decision of
[y]our management to record an allowance for doubtful accounts."  Please explain why to
us.

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 September 1, 2022 Page 3
 FirstName LastName
Wai Lau
Intelligent Group Ltd
September 1, 2022
Page 3
Industry and Market Data, page 52
7.We note your response to comment 18, as well as your amended disclosure, and we
reissue the comment in-part.  Please provide a source for your statement that "[t]he total
number of listed companies in Hong Kong increased from 1,547 in 2012 to 2,572 in 2021
. . . " and your statement that "[w]ith the expected continuous expansion in the capital
markets of Hong Kong and the increase in the number of listed companies, the demand for
Financial PR services is expected to increase."
General
8.When discussing the Holding Foreign Companies Accountable Act, please update your
factual disclosure throughout your filing to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.
            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 Lopez Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Venick

United States securities and exchange commission logo
July 20, 2022
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
6/F, Wing On Cheong Building
5 Wing Lok Street
Sheung Wan, Hong Kong
Re:Intelligent Group Ltd
Draft Registration Statement on Form F-1
Submitted June 23, 2022
CIK No. 0001916416
Dear Ms. Lau:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted June 23, 2022
Cover Page
1.We note your disclosure that the company's "structure involves unique risks to investors."
Please also acknowledge that Chinese regulatory authorities could disallow this structure,
which would likely result in a material change in your operations and/or a material change
in the value of the securities you are registering for sale, including that it could cause the
value of such securities to significantly decline or become worthless.
2.We note your disclosure that "[r]eferences to "IJL" are to the Hong Kong entity operating
the business."  Please also define "ITL" on the cover page.

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 July 20, 2022 Page 2
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July 20, 2022
Page 2
3.Please amend your disclosure here, in the summary risk factors, on pages 3-5 of the
prospectus summary and in the risk factors to state that, to the extent cash and/or assets in
the business is in Hong Kong or a Hong Kong entity, the funds and/or assets may not
be available to fund operations or for other use outside of Hong Kong due to interventions
in or the imposition of restrictions and limitations on the ability of you or your
subsidiaries by the PRC government to transfer cash and/or assets.  On the cover page,
provide cross-references to these other discussions in the prospectus summary, summary
risk factors and risk factors sections.
4.We note your disclosure on page 3 that "[s]ince the only transfer of cash among IGL and
IJL and ITL have been in the form of dividends and there are no limitations on the
abilities of IGL to transfer cash to or from IJL and ITL or to investors under Hong Kong
Law, IGL has not established cash management policies that dictate how funds are
transferred."  Please also state as such here on the cover page.
5.Please include the filing fee table as an exhibit to this registration statement. Refer to Item
601(b)(107) of Regulation S-K.
6.We note your disclosure that Ms. Lau will own "60.0% of the total voting power"
following the consummation of the offering.  Please revise to address whether Ms.
Lau will have the ability to control the outcome of certain matters submitted to
stockholders for approval through her controlling ownership of the company, such as the
election of directors, amendments to your organizational documents and any merger,
consolidation, sale of all or substantially all of your assets or other major corporate
transactions.
7.Please revise the alternate resale cover page of the resale prospectus to also address the
risks related to your status as a China-based issuer and a company controlled by Ms. Lau.
8.We note your disclosure regarding legal and operational risks associated with being based
in or having the majority of the company’s operations in China. Please include a cross-
reference to the individual risk factors identified on the cover page.
9.Please revise your definition of the "PRC" and "China," so that it does not exclude Hong
Kong or Macau. Revise the disclosure in your prospectus accordingly.
Prospectus Summary
Summary Risk Factors
Risks Relating to Doing Business in Hong Kong, page 3
10.We note your cross-reference to "Risk Factors — Risks Relating to Doing Business in
Hong Kong" as well as the cross-references to specific page numbers for each summary
risk factor.  For each of the Hong Kong-based risk factors summarized here, please also
provide specific cross-references to each such risk factor heading included in the more
detailed discussion of these risks in the prospectus.

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 July 20, 2022 Page 3
 FirstName LastName
Wai Lau
Intelligent Group Ltd
July 20, 2022
Page 3
Permission Required From Hong Kong and Chinese Authorities, page 6
11.We note your disclosure discussing the consequences if "applicable laws, regulations, or
interpretations change and IJL and ITL are required to obtain such permissions or
approvals in the future . . . ."  Please expand your discussion to discuss the possible
ramifications if you do become subject to PRC laws/authorities, including that you could
incur material costs to ensure compliance, be subject to fines, experience devaluation of
securities or delisting, no longer conduct offerings to foreign investors, and no longer be
permitted to continue your current business operations.
12.Please state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied.
Capitalization, page 35
13.Please revise your table to include Bank Borrowings.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting our Results of Operations
General market conditions of the capital market in Hong Kong, page 39
14.Please update your discussion of the outbreak and impact of the war in Ukraine and
address the direct and indirect impacts on your business.  Additionally, please address
whether recent inflationary pressures and supply chain disruptions have materially
impacted the capital markets in Hong Kong and therefore your operations. In this regard,
identify the types of inflationary pressures and supply chain disruptions you are facing, as
applicable, and how your business has been affected.
Liquidity and Capital Resources, page 44
15.Please include a statement by the company that, in its opinion, the working capital is
sufficient for the company’s present requirements, or, if not, how it proposes to provide
the additional working capital needed.  Please refer to Item 5.B.1(b) of Form 20-F.
Accounts Receivable, page 44
16.Please revise your disclosure to provide more information on the accounts receivable
written-off for two customers during 2021. You should include in the discussion:
•whether the write-off impacts your decision to record an allowance for doubtful
accounts;
•why the accounts receivable balance tripled from the previous year while revenues
doubled;
•and if there are any known trends or uncertainties that management believes might
affect collectability of customer balances.

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 July 20, 2022 Page 4
 FirstName LastName
Wai Lau
Intelligent Group Ltd
July 20, 2022
Page 4
Contractual Obligations, page 45
17.Please include Bank Borrowings in the table of the contractual obligations.
Industry and Market Data, page 50
18.We note your reliance on certain sources throughout this section, including SFC’s
website, Fact Book 2020 and market statistics 2021 issued by the HK Stock Exchange.
Please revise to clarify which source you are relying upon for each instance in which you
make a market statement.  As example only, we note your statements that "Hong Kong
has ranked number two and four in the world in 2020 and 2021, respectively, in terms of
the amount of funds raised through IPOs," "[t]he total number of listed companies in
Hong Kong increased from 1,547 in 2012 to 2,572 in 2021 . . . ", and "[w]ith the expected
continuous expansion in the capital markets of Hong Kong and the increase in the number
of listed companies, the demand for Financial PR services is expected to increase."  Last,
please update your discussion as appropriate to reflect the current state of the capital
markets in Hong Kong in 2022. To the extent you commissioned any of the third party
data you cited, provide the consent of the third party in accordance with Rule 436.
Business
Corporate History and Structure, page 55
19.Please provide a brief description of the business operations of your subsidiaries in this
section.
Our Competitive Strengths, page 56
20.We note your disclosure that "[s]ince our establishment in 2016, we have been engaged by
101 clients, among which 58 are listing applicants or listed companies on the HK Stock
Exchange."  To provide additional context to investors, please also state that "[t]he
number clients who are listed companies on the HK Stock Exchange increased from 12
companies for the year ended November 30, 2020 to 28 companies for the year ended
November 30, 2021," as you do on page 41.
Consolidated Financial Statements
Consolidated Statements of Income, page F-4
21.We note your disclosure on page 41 that advertisement expenses represent the expenses
on media platforms in relation to media and promotion services you provide for your
clients.   Please tell us your consideration of separately disclosing this amount as a Cost of
Revenue on the Statements of Income.  You should include in your response the
consideration of any other costs incurred in relation to earning revenues.

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 July 20, 2022 Page 5
 FirstName LastName
Wai Lau
Intelligent Group Ltd
July 20, 2022
Page 5
Consolidated Statements of Cash Flows, page F-6
22.Please tell us your consideration of classifying the activity related to the "Due from a
director" line item as an investing activity.  Refer to ASC 230-10-45-12a and 13a.
Exhibit Index, page II-4
23.Please file the director nominee consents of each of Mr. Chow, Mr. Che and Ms. Yeung as
exhibits to the registration statement as required by Securities Act Rule 438.
General
24.To the extent that you have one or more directors, officers or members of senior
management located in the PRC/Hong Kong, please (i) state that is the case and identify
the relevant individuals in your section entitled "Management," (ii) revise
the "Enforcement of Civil Liabilities" section to state that such individuals are located in
the PRC/Hong Kong, and (iii) add a risk factor addressing the challenges of bringing
actions and enforcing judgments/liabilities against such individuals.  In this regard, we
note that footnote (1) on page 71 indicates that the business address of your directors and
officers is in Hong Kong.
25.To provide additional context for investors, please define the term "Key Opinion
Leaders."
26.Please revise your disclosure throughout the filing to clarify that the selling stockholders
will sell at a fixed price or within a bona fide price range until your shares are listed or
quoted on an established public trading market, and thereafter at prevailing market prices
or privately negotiated prices. Please disclose the fixed price or bona fide price range in
the prospectus. Refer to Item 501(b)(3) of Regulation S-K.
27.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, have presented or expect to present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to retain, copies of those
communications.

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 July 20, 2022 Page 6
 FirstName LastName
Wai Lau
Intelligent Group Ltd
July 20, 2022
Page 6
            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