UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION
12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
_________________________
For the transition period from ____________to
_____________
Commission file number 001-41974
| Intelligent Group Limited |
| (Exact name of Registrant as specified in its charter) |
| Not applicable |
| (Translation of Registrant’s name into English) |
| British Virgin Islands |
| (Jurisdiction of incorporation or organization) |
Wai Lau
Chief Executive Officer
| 1203C, Level 12, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong |
| (Address of principal executive offices) |
1203C, Level 12, Tower 1,
Admiralty Centre, 18 Harcourt Road,
Admiralty, Hong Kong
(852) 3618 8460
| (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A Ordinary Shares, par value US$0.00001 per share | | INTJ | | The Nasdaq Stock Market LLC (The Nasdaq Capital Market) |
Securities registered or to be registered pursuant to Section 12(g)
of the Act:
Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act:
| As of November 30, 2024, there were 13,125,000 class A Ordinary Shares, par value US$0.00001 per share. |
| (Title of Class) |
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of November 30, 2024, there were 13,125,000
Class A Ordinary Shares outstanding, at par value $0.00001 per share, and 0 Class B Ordinary Shares outstanding, at par value $0.00001.
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒ No
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.
☒ Yes ☐ No
Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ |
| | | Emerging growth company ☒ |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange
Act. ☐
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Explanatory Note
This Amendment No. 1 to the
Annual Report on Form 20-F of Intelligent Group Limited for the fiscal year ended November 30, 2024 (the “Form 20-F”), originally
filed with the Securities and Exchange Commission on April 14, 2025 (the “Original Filing”), is being filed solely to include
management’s annual report on internal control over financial reporting under Item 15(b) that was inadvertently omitted from the
Original Filing.
This Amendment also includes
re-executed certifications required under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 12.1 and 12.2, dated as of the date
of this filing.
This amendment does not reflect
events occurring after the date of the Original Filing and does not update or otherwise modify any other disclosures made in the Original
Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
Item 15. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15
under the Exchange Act, management, including our chief executive officer and our chief financial officer, has evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by this annual report. Disclosure controls and procedures
refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required
to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including
our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding our required disclosures.
Based on the foregoing, our
chief executive officer and our chief financial officer have concluded that, as of November 30, 2024, our disclosure controls and procedures
were not effective due to the material weakness in our internal control over the financial statement closing process as further described
below.
Management’s Annual Report on Internal
Control over Financial Reporting
Our management is responsible
for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) under the Exchange
Act.
Our management evaluated
the effectiveness of our internal control over financial reporting as of November 30, 2024 based on the framework in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management
has, together with our independent registered accounting firm, identified three material weaknesses. Our management thus concluded that
our internal control over financial reporting was not effective as of November 30, 2024.
The three material weaknesses
identified related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources; (ii) a lack of
sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize
key controls over financial reporting and to prepare consolidated financial statements and related disclosures; and (iii) a lack of an
effective control framework in place and critical information technology general controls (“ITGC”) have design deficiencies
in areas including logical access, privileged access, IT operations and cybersecurity.
Attestation Report of the Registered Public
Accounting Firm
This annual report does not
include an attestation report of the company’s registered public accounting firm because we qualified as an “emerging growth
company” as defined under the JOBS Act as of November 30, 2024.
Changes in Internal Control over Financial
Reporting
Other than the remediation
of material weaknesses as described above, there has been no change in our internal controls over financial reporting.
Item 19. Exhibits.
| Exhibit Number |
|
Description of Exhibit |
| 12.1* |
|
Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2* |
|
Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 101 |
|
The following financial information from the Registrant’s annual report on Form 20-F for the year ended November 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Loss; (iii) Statements of Changes in Shareholders’ Equity (Deficit); (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
annual report on its behalf.
| |
INTELLIGENT GROUP LIMITED |
| |
|
| |
By: |
/s/ Wai Lau |
| |
Name: |
Wai Lau |
| |
Title: |
Chief Executive Officer |
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