慧悦财经美股招股说明书(2025-11-28版)

15,000,000 Class A Ordinary Shares to be sold by the Selling Shareholder Intelligent Group Limited This prospectus relates to the offer and resale, by the Selling Shareholder identified in this prospectus, of up to 15,000,000 Class Aordinary shares, each with a par value of US$0.00001 (“Class A Ordinary Shares”), of Intelligent Group Limited (“INTJ”), a business Our Class A Ordinary Shares are traded on the Nasdaq Stock Market under the symbol “INTJ.” On November 26, 2025, theclosing price of our Class A Ordinary Shares was $0.48 per Share. The Selling Shareholder is identified in the table commencing on page 46 of this prospectus. The Selling Shareholder may offer,sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices.No underwriter or other person has been engaged to facilitate the sale of the Class A Ordinary Shares in this offering. The SellingShareholder may be deemed underwriter of the Class A Ordinary Shares that it is offering. We will not receive any of the proceeds Investing in our Class A Ordinary Shares is highly speculative and involves a high degree of risk. Before buying anyshares, you should carefully read the discussion of material risks of investing in our Class A Ordinary Shares in “Risk Factors”beginning on page 16 of this prospectus. This prospectus incorporates by reference our Annual Report on Form 20-F for the Ms. Wai Lau, our Controlling Shareholder, holds an aggregate of 29.28% of our issued and outstanding Ordinary Shares as of thedate of this prospectus. We are a “controlled company” as defined under the Nasdaq Stock Market Rules because our ControllingShareholder owns 29.28% of our total issued and outstanding Ordinary Shares, representing 79.14% of the total voting power as of thedate of this prospectus. As a result, Ms. Wai Lau has the ability to control the outcome of certain matters submitted to shareholders for Additionally, we may elect to take advantage of certain exemptions from certain corporate governance requirements that couldadversely affect our public shareholders. Please see “Implications of Being a Controlled Company” beginning on page 11 for more We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and are,therefore, eligible for reduced public company reporting requirements. Please read “Implications of Being an Emerging Growth Investors are cautioned that you are buying shares of a British Virgin Islands holding company with operations in HongKong by its operating subsidiaries. INTJ is a holding company incorporated in the British Virgin Islands with no material operations of its own, and we conduct ouroperations primarily in Hong Kong through our operating subsidiaries, IJL and ITL (as defined hereunder). References to the“Company,” “we,” “us,” and “our” in the prospectus are to INTJ, the British Virgin Islands entity that issued the Class A OrdinaryShares being offered. References to “IJL” and “ITL” are to Intelligent Joy Limited and Intelligent Tech Limited, the entities operating Because of our corporate structure as a BVI holding company with operations conducted by Hong Kong subsidiaries, aninvestment in our Class A Ordinary Shares involves unique risks to investors. Our operating subsidiaries are directly held by IGL, andwe currently do not have or intend to have any contractual arrangement to establish a variable interest entity (“VIE”) structure withany entity in China. Nevertheless, in the event that the PRC regulatory authorities disallow our business structure, any action taken bythe PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability and to offer orcontinue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Our operations are primarily located in Hong Kong, a Special Administrative Region of the People’s Republic of China (“China”or the “PRC”), and therefore, we may be subject to unique risks due to uncertainty of the interpretation and the application of PRClaws and regulations. As of the date of this prospectus, we are not subject to the PRC government’s direct influence or discretion overthe manner in which we conduct our business activities outside of the PRC. However, due to long-arm provisions under the current ●could result in a material change in our operations and/or the value of our securities;●could significantly limit or completely hinder our ability to continue our operations;●could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors; and●may cause the value of our securities to significantly decline or be worthless. We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate businessoperations in certain areas in China with little adv