UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2024

Commission File Number: 333-272136

INTELLIGENT GROUP LIMITED

(Registrant’s Name)

Unit 2803, Level 28, Admiralty Centre,
Tower 1, 18 Harcourt Road,
Admiralty, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Entry into a Material Definitive Agreement.

On March 19, 2024, Intelligent Group Limited (the “Company”) entered into an underwriting agreement, substantially in the form attached as Exhibit 1.1 hereto and incorporated herein by reference, with WestPark Capital, Inc. as underwriter named thereof, in connection with its initial public offering (“IPO”) of 1,875,000 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) at a price of $4.00 per share. The Company’s Registration Statement on Form F-1 (File No. 333-272136) for the IPO, originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 25, 2023 (as amended, the “Registration Statement”) was declared effective by the Commission on February 28, 2024.

Other Events.

In connection with the IPO, the Company adopted a code of business conduct and ethics, audit committee charter, compensation committee charter and nomination committee charter, attached as Exhibits 99.1, 99.2, 99.3 and 99.4 to the Registration Statement, respectively, as well as an insider trading policy and a whistleblower policy, copies of which are attached as Exhibit 99.5 and 99.6 hereto, respectively, and incorporated herein by reference.

On March 19, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.7 to this Current Report on Form 6-K. 

Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.	Description
1.1	Form of Underwriting Agreement
99.1*	Form of Code of Ethics
99.2*	Form of Charter of the Audit Committee
99.3*	Form of Charter of the Compensation Committee
99.4*	Form of Charter of the Nominating and Corporate Governance Committee
99.5	Insider Trading Policy
99.6	Whistleblower Policy
99.7	Press Release, dated March 19, 2024

* Filed Previously.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Intelligent Group Limited
Date: March 22, 2024	By:	/s/ Wai Lau
	Name:	Wai Lau
	Title:	Chief Executive Officer, Chairlady of the Board and Director

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