Nasdaq warns Intelligent Group (INTJ) over sub-$1 share price and listing risk

Rhea-AI Filing Summary

Intelligent Group Limited reports that it has fallen out of compliance with Nasdaq’s minimum bid price rule, which requires a closing bid of at least $1.00 per share. Nasdaq found that, from August 11 to September 22, 2025, the company’s shares closed below this level.

The company has a 180-day compliance period, until March 23, 2026, for its Class A ordinary shares to trade at or above $1.00 for at least ten consecutive business days to regain compliance. If it still does not comply, it may qualify for an additional 180 days if it meets other listing standards and may consider a reverse stock split. The company states it is evaluating options and intends to regain compliance.

Positive

• None.

Negative

• Nasdaq minimum bid-price deficiency and delisting risk: The company no longer meets Nasdaq’s $1.00 minimum bid requirement and faces potential delisting if it cannot lift its Class A ordinary share price for ten consecutive business days within the March 23, 2026 compliance window or any additional period granted.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces clear delisting risk if unremedied.

Intelligent Group Limited has been notified that it no longer satisfies Nasdaq’s $1.00 minimum bid requirement, based on trading between August 11 and September 22, 2025. This places the stock in a formal deficiency status under Nasdaq Listing Rules 5550(a)(2) and 5810(c)(3)(A).

The company has until March 23, 2026 for its Class A ordinary shares to close at or above $1.00 for at least ten consecutive business days to cure the deficiency. Failing that, an additional 180-day period is possible if other initial listing standards and market-value thresholds are met.

The text notes that a reverse stock split is one potential cure and that the company is evaluating options and intends to regain compliance. Actual impact will depend on future share price performance and any corporate actions taken within the allowed compliance windows.

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

1

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

2

FAQ

What Nasdaq issue did Intelligent Group Limited (INTJ) disclose in this 6-K?

Intelligent Group Limited disclosed that it no longer meets Nasdaq’s minimum bid-price requirement of $1.00 per share. Nasdaq determined this based on closing bid prices from August 11 to September 22, 2025, formally placing the company in deficiency under Listing Rule 5550(a)(2).

How long does Intelligent Group Limited (INTJ) have to regain Nasdaq bid-price compliance?

The company has an initial 180-day compliance period ending on March 23, 2026. Within this period, its Class A ordinary shares must close at or above $1.00 for at least ten consecutive business days for Nasdaq to confirm that the deficiency is cured.

What happens if INTJ’s share price stays below $1.00 through March 23, 2026?

If Intelligent Group Limited does not regain compliance by March 23, 2026, it may qualify for an additional 180 days. To receive that extension, it must satisfy all initial Nasdaq Capital Market standards other than bid price and notify Nasdaq of its plan to cure the deficiency.

Can Intelligent Group Limited use a reverse stock split to meet Nasdaq’s requirements?

Yes. The company states it may cure the bid-price deficiency by effecting a reverse stock split if necessary. Any reverse split would aim to raise the Class A ordinary share price to at least $1.00 for the required ten consecutive business days.

What specific Nasdaq rule is Intelligent Group Limited (INTJ) currently not meeting?

Intelligent Group Limited is not meeting Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq’s letter followed a review of closing bid prices between August 11 and September 22, 2025, during which the shares were below that threshold.

How has Intelligent Group Limited (INTJ) responded to the Nasdaq deficiency notice?

The company states it is evaluating options to regain compliance and intends to do so within Nasdaq’s continued listing framework. These options can include market-based recovery in the share price or corporate actions such as a potential reverse stock split, if deemed necessary.