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 September 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
Nasdaq Letter
On September 23, 2025, Intelligent Group Limited (the “Company”)
received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based
on the closing bid price of the Company for the period from August 11, 2025 to September 22, 2025, the Company no longer meets the continued
listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance
period of one hundred eighty (180) calendar days, or until March 23, 2026 (the “Compliance Period”), to regain compliance
with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per share of the
Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the
Company a written confirmation of compliance and this matter will be closed.
In the event that the Company does not regain compliance in the compliance
period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for
market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the
bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period,
by effecting a reverse stock split, if necessary.
The Company is currently evaluating options to regain compliance and
intends to timely regain compliance with Nasdaq’s continued listing requirement.
Attached as Exhibit 99.1 to this Report on Form 6-K is a copy of the
press release of the Company, dated September 26, 2025.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
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: September 26, 2025
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