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, 2025
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
Director and Chairlady of the Board
| 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$0.0002 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:
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, 2025, there were 1,537,498
Ordinary Shares outstanding, comprised of 1,462,498 Class A Ordinary Shares, par value US$0.0002 per share and 75,000 Class B Ordinary
Shares, par value US$0.0002 per share, after retrospective application of the Reverse Share Splits on February 17, 2026.
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
TABLE OF CONTENTS
| |
Page |
| EXPLANATORY NOTE |
1 |
| |
|
| PART II |
|
| ITEM 16G. |
CORPORATE GOVERNANCE |
2 |
| |
|
|
| PART III |
|
| ITEM 19. |
EXHIBITS |
3 |
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, 2025 (this “Form 20-F/A”), originally filed with
the Securities and Exchange Commission on March 31, 2026 (the “Original Form 20-F”), is being filed solely for the purpose
of updating the disclosure in Item 16G of Part II of the Original Form 20-F. In accordance with Rule 12b-15 promulgated under the Securities
Exchange Act of 1934, as amended, Item 16G of Part II of the Original Form 20-F is hereby amended and restated in its entirety.
This Form 20-F/A 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 filing of this Form 20-F/A.
Except as otherwise indicated herein, this Form
20-F/A continues to speak as of the date of the Original Form 20-F, and this Form 20-F/A does not reflect events occurring after the date
of the Original Form 20-F and does not update or otherwise modify any other disclosures made in the Original Form 20-F. Accordingly, this
Form 20-F/A should be read in conjunction with the Original Form 20-F.
PART II
Item 16G. Corporate Governance
As a British Virgin Islands
incorporated company listed on the Nasdaq Capital Market, we are subject to the Nasdaq Stock Market Rules corporate governance listing
standards. However, Nasdaq Stock Market Rules permit a foreign private issuer like us to follow the corporate governance practices of
its home country. Certain corporate governance practices in the British Virgin Islands, which is our home country, may differ significantly
from the Nasdaq Stock Market Rules.
While we voluntarily follow
most Nasdaq corporate governance rules, we may choose to take advantage of the exemptions afforded to us and follow certain home country
corporate governance practices. We currently follow British Virgin Islands corporate governance practices in lieu of the corporate governance
requirements of the Nasdaq Capital Market as listed below:
| ● | Rule
5605(b)(2), pursuant to which the independent board members of a company must have regularly
scheduled meetings at which only independent directors are present; |
| ● | Rule
5620(c), pursuant to which a company that is not a limited partnership shall provide for a quorum as
specified in its by-laws for any meeting of holders of common stock; provided, however, that
in no case shall such quorum be less than 33 1/3% of the outstanding shares of the company’s
common voting stock; |
| ● | Rule
5635(a), pursuant to which shareholder approval is required in certain circumstances prior
to an issuance of securities in connection with the acquisition of the stock or assets of
another company; |
| ● | Rule
5635(b), pursuant to which shareholder approval is required prior to the issuance of securities
when the issuance or potential issuance will result in a change of control of the company; |
| ● | Rule
5635(c), pursuant to which shareholder approval is required prior to the issuance of securities
when a stock option or purchase plan is to be established or materially amended or other
equity compensation arrangement made or materially amended, pursuant to which stock may be
acquired by officers, directors, employees, or consultants, subject to certain exceptions;
and |
| ● | Rule
5635(d), pursuant to which shareholder approval is required prior to the issuance of securities
in connection with a transaction other than a public offering involving: |
| - | the sale, issuance or potential issuance by the company of common stock (or securities convertible
into or exercisable for common stock) at a price less than the greater of book or market value which together with sales by
officers, directors or substantial shareholders of the company equals 20% or more of the common stock or 20% or more of the voting
power outstanding before the issuance; or |
| - | the sale, issuance or potential issuance by the company of common stock (or securities convertible
into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before
the issuance for less than the greater of book or market value of the stock. |
| ● | Rule
5640, pursuant to which the voting rights of existing shareholders of publicly traded common
stock registered under Section 12 of the Securities Exchange Act of 1934 may not be disparately
reduced or restricted through any corporate action or issuance. |
Our BVI counsel, Ogier, has
provided letters to Nasdaq certifying that BVI law does not require us to follow or comply with the requirements of the above corporate
governance rules, and our non-compliance with the above requirements will not breach any law, public rule or regulation applicable to
the Company in force in the BVI at such time.
We may choose to follow certain
home country practices in the future, which may cause our shareholders to be afforded less protection than they would otherwise enjoy
under the Nasdaq Stock Market’s corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3.
Key Information—D. Risk Factors—Risks Related to our Ordinary Shares—As a foreign private issuer, we are permitted to
adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance
listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate
governance listing standards.”
PART III
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, 2025, 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/A 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: |
Executive director and
chairlady of the Board |
Date: April 21, 2026
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