[6-K] Intelligent Group Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Intelligent Group Limited (Nasdaq: INTJ) has closed its previously announced private investment in public equity (PIPE). On 14 July 2025 the company issued 15,000,000 new Class A ordinary shares at $0.2615 per share, raising approximately $3.9 million in gross proceeds (15 million × $0.2615).

After the transaction, Intelligent Group’s capital structure consists of 28,125,000 ordinary shares outstanding – 26,625,000 Class A and 1,500,000 Class B. Because the newly issued shares represent roughly 53% of the current total and about 114% of the prior share count (28.125 M – 15 M = 13.125 M previously), existing shareholders experience substantial dilution.

The filing does not disclose specific uses of proceeds or financial performance metrics; however, the fresh capital increases liquidity and may support ongoing operations or strategic initiatives. The company issued a press release (Exhibit 99.1) announcing the closing.

Positive

• Approximately $3.9 million in new capital enhances liquidity.
• Deal priced at $0.2615 per share, implying execution near prevailing market levels.

Negative

• Issuance of 15 million new shares increases outstanding shares to 28.125 million, causing significant dilution (about 114% vs. prior float).
• Filing does not disclose intended use of proceeds, creating uncertainty around capital allocation.

Insights

Financial Analyst

TL;DR: $3.9 M cash boost, but share count more than doubles, net effect likely neutral.

The PIPE immediately strengthens Intelligent Group’s balance-sheet cash position by roughly $3.9 million at a time when small-cap issuers often face constrained funding options. Importantly, the share price of $0.2615 indicates the raise was executed near market, limiting discount risk. Nevertheless, issuing 15 million new shares versus the prior 13.125 million outstanding dilutes existing holders by over 50% of the post-deal float, potentially pressuring EPS and future per-share valuations. The filing provides no guidance on how the funds will be deployed, leaving questions around return on capital. Overall, the transaction is financially meaningful but strategically ambiguous, leading to a balanced impact assessment.

 

 

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 July 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

 

As previously disclosed in the Form 6-K dated June 17, 2025, Intelligent Group Limited (the “Company”) (Nasdaq: INTJ) entered into certain securities purchase agreement with certain individuals and entities named therein (each an “Investor,” and collectively, the “Investors”) pursuant to which the Company agreed to issue and sell an aggregate of 15,000,000 Class A ordinary shares, par value $0.00001per share, through a private investment in public equity, at a price of $0.2615 per Share (the “PIPE”).

 

Upon satisfying all closing conditions, the PIPE was consummated on July 14, 2025. The Company issued an aggregate of 15,000,000 Class A ordinary shares to the Investors. Following the closing of the PIPE, the Company has an aggregate of 28,125,000 ordinary shares, comprising of 26,625,000 Class A ordinary shares and 1,500,000 Class B ordinary shares, issued and outstanding as of the date of this report.

 

The Company has issued a press release regarding the closing of the PIPE, which is furnished herewith as Exhibit 99.1 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: July 15, 2025

 

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EXHIBIT INDEX

 

Exhibit No.	 	Exhibit
 	 	 
99.1	 	Press Release issued on July 15, 2025, regarding the closing of the PIPE

 

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FAQ

How many shares did Intelligent Group (INTJ) issue in the July 2025 PIPE?

The company issued 15,000,000 Class A ordinary shares.

At what price were the new INTJ shares sold?

Each share was sold at $0.2615.

What is Intelligent Group’s total share count after the PIPE?

The company now has 28,125,000 ordinary shares outstanding.

How much cash did INTJ raise from the private placement?

Gross proceeds are approximately $3.9 million (15 M shares × $0.2615).

Will existing INTJ shareholders be diluted?

Yes. The new shares represent about 53% of the post-deal total, more than doubling the previous share base.