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

Rhea-AI Filing Summary

Intelligent Group Limited entered into a securities purchase agreement with an affiliated entity to issue 600,000 Class B ordinary shares at US$12.50 per share. This transaction will provide US$7,500,000 in gross proceeds to the company.

The buyer is a wholly owned subsidiary of XJ International Holdings Co., Ltd., in which existing shareholder Mr. Huiwu Wang holds a substantial interest and serves as director and chief executive officer. After closing, Intelligent Group will have 2,137,498 ordinary shares outstanding, consisting of 1,462,498 Class A shares and 675,000 Class B shares.

Insights

Capital markets analyst

Intelligent Group secures US$7.5M via affiliated equity financing, materially increasing its share count.

Intelligent Group Limited is issuing 600,000 Class B ordinary shares at US$12.5 per share to an affiliated entity, raising US$7,500,000 in gross proceeds. This direct equity financing strengthens the company’s cash position without adding debt obligations.

The transaction is with a subsidiary of XJ International Holdings, where existing shareholder Huiwu Wang is a key executive and holds a substantial interest. Following the deal, total ordinary shares outstanding will be 2,137,498, indicating a notable increase in the equity base and dilution for existing shareholders. Actual impact depends on how effectively the new capital is deployed.

Key Figures

Shares issued: 600,000 Class B shares Issue price: US$12.5 per share Gross proceeds: US$7,500,000 +3 more

6 metrics

Shares issued 600,000 Class B shares Under securities purchase agreement with affiliate

Issue price US$12.5 per share Subscription price for Class B ordinary shares

Gross proceeds US$7,500,000 Total raised from sale of 600,000 Class B shares

Total shares outstanding post-transaction 2,137,498 ordinary shares After closing of the securities purchase agreement

Class A shares outstanding 1,462,498 Class A shares Ordinary shares outstanding after closing

Class B shares outstanding 675,000 Class B shares Includes newly issued 600,000 Class B shares

Key Terms

Securities Purchase Agreement, Class B ordinary shares, gross proceeds, indemnification obligations, +1 more

5 terms

Securities Purchase Agreement financial

"On April 29, 2026, Intelligent Group Limited ... entered into a securities purchase agreement"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Class B ordinary shares financial

"an aggregate of 600,000 Class B ordinary shares of the Company, par value US$0.0002 per share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

gross proceeds financial

"The gross proceeds from this offering are US$7,500,000."

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

indemnification obligations financial

"and indemnification obligations of the Company against certain liabilities, including liabilities under the Securities Act of 1933"

A company's indemnification obligations are promises it has made to cover certain losses, legal costs, or damages that another party might suffer because of the company’s actions or events tied to a deal. Think of it like a guarantee or built-in insurance: if something goes wrong, the company must step in and pay. For investors this matters because these potential payouts create contingent liabilities that can reduce cash, raise legal exposure, and affect a company’s value and risk profile.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

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 April 2026

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 Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒        Form 40-F ☐

Entry Into Material Definitive Agreements

On April 29, 2026, Intelligent Group Limited (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with New Bay Development (Intel) Holding Co.,Limited, a wholly-owned subsidiary of XJ International Holdings Co., Ltd., a Cayman Islands company in which Mr. Huiwu Wang, an existing shareholder of the Company, holds a substantial interest and serves as director and chief executive officer (the “Affiliate”). Pursuant to the Securities Purchase Agreement, the Affiliate agreed to subscribe for and purchase from the Company, and the Company agreed to issue and sell to the Affiliate, an aggregate of 600,000 Class B ordinary shares of the Company, par value US$0.0002 per share, for a purchase price of US$12.5 per share. The gross proceeds from this offering are US$7,500,000.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the affiliate, and indemnification obligations of the Company against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The provisions of the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreement and are not intended as a document for investors and the public to obtain factual information about the current state of affairs of the Company. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

Immediately following the closing of the transaction contemplated by the Securities Purchase Agreement, the Company will have 2,137,498 ordinary shares issued and outstanding, including 1,462,498 Class A ordinary shares and 675,000 Class B ordinary shares.

The foregoing summary of the Securities Purchase Agreement is subject to, and qualified in its entirety by, such document. The form of the Securities Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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INDEX TO EXHIBITS

Exhibit Number		Exhibit Title
10.1		Form of Securities Purchase Agreement

2

SIGNATURE

Pursuant to the requirements of the Securities 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 and Chairlady of the Board

Date: April 30, 2026

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Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 103.0 KB