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 June 2025
Commission File Number: 001-41974
Intelligent Group Limited
Unit 1203C, Level 12, Admiralty Centre,
Tower 1, 18 Harcourt Road,
Admiralty, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Intelligent Group Limited (the “Company”) (Nasdaq: INTJ) today announced that it entered into a Securities Purchase Agreement (“SPA”) with certain individuals and entities named therein (each an “Investor,” and collectively, the “Investors”) on June 17, 2025, pursuant to which the Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of 15,000,000 Class A ordinary shares, each with a par value of US$0.00001, (the “PIPE Shares”) through a private investment in public equity (“PIPE”), at a price of US$0.2615 per Class A Ordinary Share. Concurrently with the signing of the SPA, the Company also entered into a Registration Rights Agreement (“RRA”) with the Investors, pursuant to which the Company agrees to provide certain registration rights with respect to the PIPE Shares. The closing of the PIPE is subject to the satisfaction of certain customary closing conditions as stipulated in the SPA.
We have issued a press release regarding the PIPE, which is furnished herewith as Exhibit 99.1 to this report on Form 6-K. The form of each of the SPA and the RRA are filed herewith as Exhibit 99.2 and Exhibit 99.3, respectively, to this report on Form 6-K.
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SIGNATURE
Pursuant to the requirements of the Securities and 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 | ||
| By: | /s/ Wai Lau | |
| Name: | Wai Lau | |
| Title: | Director, Chief Executive Officer, and Chairlady of the Board | |
Date: June 17, 2025
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EXHIBIT INDEX
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