Investor tied to Intelligent Group (INTJ) discloses 29.3% stake and 79.1% voting power

Rhea-AI Filing Summary

Intelligent Group Ltd received a Schedule 13D from Hong Kong Maysunshine Investment Management Co., Limited and Mr. Huiwu Wang. They report beneficial ownership of 450,225 ordinary shares, consisting of 375,225 Class A shares and 75,000 Class B shares held of record by VL Prime Capital Limited.

This position represents 29.3% of the company’s 1,537,500 ordinary shares, calculated by treating Class B as Class A for ownership purposes after a 1-for-20 reverse stock split effective on February 17, 2026. Through governance rights at VL Prime and Spring Cow Capital Limited, the reporting persons state they share voting and dispositive power over these shares.

They indicate this block represents approximately 79.1% of total voting power at Intelligent Group’s general shareholder meeting as of February 17, 2026, giving them effective control over key corporate decisions. The shares were acquired primarily for investment, funded by internal cash reserves, and the investors state they may review and adjust their holdings over time but currently have no specific plans for corporate actions.

Insights

Equity ownership and governance analyst

New 13D filer discloses 29.3% stake and 79.1% voting power in Intelligent Group.

The filing shows Hong Kong Maysunshine Investment Management and Huiwu Wang controlling 375,225 Class A and 75,000 Class B shares via VL Prime Capital. That equates to 450,225 ordinary shares, or 29.3% of the 1,537,500 ordinary shares outstanding as of November 28, 2025, adjusted for the reverse split.

Control stems from governance terms at VL Prime and Spring Cow, where Maysunshine designates two of three directors and the chair despite only 1% equity in each. This structure gives the reporting persons shared voting and dispositive power and around 79.1% of total voting power at Intelligent Group’s shareholder meetings.

The investors describe the transaction as primarily for investment purposes and report no additional contracts or plans for actions such as mergers or asset sales beyond what is disclosed. Future company filings may clarify how this concentrated voting power influences board composition, capital decisions, or strategic direction.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Intelligent Group Ltd

(Name of Issuer)

Class A ordinary shares, US$0.0002 par value per share

(Title of Class of Securities)

Huiwu Wang
Unit 221, 2/F, Mirror Tower, 61 Mody Rd, Tsim Sha Tsui East
Kowloon, K3, 000000
852 64369596

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Hong Kong Maysunshine Investment Management Co., Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,225.00

11

Aggregate amount beneficially owned by each reporting person

450,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) Representing 375,225 Class A ordinary shares and 75,000 Class B ordinary shares directly held by VL Prime Capital Limited, a limited liability company incorporated in British Virgin Islands, which is owned by Spring Cow Capital Limited, a limited liability company incorporated in British Virgin Islands, as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Spring Cow Capital Limited is owned by Ms. Wai Lau as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Details are set forth in Items 3 and 4 of this Statement. (2) Calculated based on 1,537,500 ordinary shares, being the sum of 29,250,000 Class A ordinary shares and 1,500,000 Class B ordinary shares as a single class issued and outstanding as of November 28, 2025, according to the prospectus filed under Rule 424(b)(3) by the Issuer with the Securities and Exchange Commission on November 28, 2025, and giving effect to the 1-for-20 reverse stock split of the Issuer's ordinary shares, which became effective on February 17, 2026. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

Huiwu Wang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 450,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 450,225.00

11

Aggregate amount beneficially owned by each reporting person

450,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

29.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Representing 375,225 Class A ordinary shares and 75,000 Class B ordinary shares directly held by VL Prime Capital Limited, a limited liability company incorporated in British Virgin Islands, which is owned by Spring Cow Capital Limited, a limited liability company incorporated in British Virgin Islands, as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Spring Cow Capital Limited is owned by Ms. Wai Lau as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Details are set forth in Items 3 and 4 of this Statement. Hong Kong Maysunshine Investment Management Co., Limited is wholly owned by Mr. Huiwu Wang. (2) Calculated based on 1,537,500 ordinary shares, being the sum of 29,250,000 Class A ordinary shares and 1,500,000 Class B ordinary shares as a single class issued and outstanding as of November 28, 2025, according to the prospectus filed under Rule 424(b)(3) by the Issuer with the Securities and Exchange Commission on November 28, 2025, and giving effect to the 1-for-20 reverse stock split of the Issuer's ordinary shares, which became effective on February 17, 2026. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, US$0.0002 par value per share
(b)	Name of Issuer: Intelligent Group Ltd
(c)	Address of Issuer's Principal Executive Offices: Unit 1203C, Level 12, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, HONG KONG , 000000.
Item 1 Comment: This statement on Schedule 13D (this "Statement") is filed on behalf of Hong Kong Maysunshine Investment Management Co., Limited and Mr. Huiwu Wang (collectively, the "Reporting Persons"). This Statement relates to the Class A ordinary shares, US$0.0002 par value per share (the "Class A ordinary shares"), of Intelligent Group Ltd (the "Issuer"), a limited liability company incorporated in British Virgin Islands. CUSIP number G48047115 has been assigned to the Class A ordinary shares, which are traded on the Nasdaq Stock Market under the symbol "INTJ."
Item 2.	Identity and Background
(a)	This Statement is filed by Hong Kong Maysunshine Investment Management Co., Limited, a private company incorporated in Hong Kong and Mr. Huiwu Wang.
(b)	The principal business address of Hong Kong Maysunshine Investment Management Co., Limited is Unit 221, 2/F, Mirror Tower, 61 Mody Rd, Tsim Sha Tsui East, Kowloon, Hong Kong. The principal business address of Mr. Huiwu Wang is Unit 221, 2/F, Mirror Tower, 61 Mody Rd, Tsim Sha Tsui East, Kowloon, Hong Kong.
(c)	The principal business of Hong Kong Maysunshine Investment Management Co., Limited is import and export trade. Mr. Huiwu Wang is a director of Hong Kong Maysunshine Investment Management Co., Limited.
(d)	During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Hong Kong Maysunshine Investment Management Co., Limited is a private company incorporated in Hong Kong. Mr. Huiwu Wang is a citizen of Hong Kong.
Item 3.	Source and Amount of Funds or Other Consideration
	On December 11, 2025, Spring Cow Capital Limited ("Spring Cow") and Hong Kong Maysunshine Investment Management Co., Limited ("Maysunshine") entered into an Instrument of Transfer, pursuant to which Spring Cow agreed to transfer 500 ordinary shares of VL Prime Capital Limited ("VL Prime") to Maysunshine in an aggregate consideration of US$500. On the same day, Ms. Wai Lau and Maysunshine entered into an Instrument of Transfer, pursuant to which Ms. Wai Lau agreed to transfer 500 ordinary shares of Spring Cow to Maysunshine in an aggregate consideration of US$500 (collectively, the "Share Transfer"). The consideration of the acquisition of ordinary shares of VL Prime and Spring Cow is funded by the internal cash reserves of Maysunshine. The description of the above Instruments of Transfer is qualified in its entirety by reference to the full text of each of such instruments, copies of which are filed by the Reporting Persons as exhibits 99.2 and 99.3 to this Statement.
Item 4.	Purpose of Transaction
	The information set forth in Item 3 is hereby incorporated by reference in this Item 4. As part of the Share Transfer, each of VL Prime and Spring Cow restated and amended its memorandum and articles of association (the "M&AA"). Pursuant to the restated and amended M&AAs, the board of directors of each of VL Prime and Spring Cow consists of three directors, of which Maysunshine is entitled to designate two directors, including the chairman of the board, with the board actions being approved by a simple majority of the directors. Under these governance arrangements, notwithstanding its equity interest of 1% in each of VL Prime and Spring Cow, Maysunshine is able to direct the board decisions of each of VL Prime and Spring Cow, including the matters relating to investments and asset disposals. Accordingly, following the completion of the Share Transfer, the Reporting Persons are deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, to share the voting power and dispositive power with respect to the 375,225 Class A ordinary shares and 75,000 Class B ordinary shares ordinary shares the Issuer held of record by VL Prime, representing approximately 79.1% of the total voting power at general shareholders meeting of the Issuer as of February 17, 2026. The Reporting Persons executed the Share Transfer primarily for investment purpose and intend to review their investments on a continuing basis. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D of the Act. The Reporting Persons reserve the right to take such actions in the future as they deem appropriate, including changing the purpose described above or adopting plans or proposals with respect to one or more of the items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5.
(b)	The responses of each Reporting Person to Rows (7) through (13) of the cover pages are hereby incorporated by reference in this Item 5.
(c)	None of the Reporting Persons has effected any transaction in the Class A ordinary shares during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A ordinary shares of the Issuer held by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6. Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Joint Filing Agreement. Exhibit 99.2 - Instrument of Transfer, dated December 11, 2025, by and between Spring Cow Capital Limited and Hong Kong Maysunshine Investment Management Co., Limited. Exhibit 99.3 - Instrument of Transfer, dated December 11, 2025, by and between Ms. Wai Lau and Hong Kong Maysunshine Investment Management Co., Limited.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Hong Kong Maysunshine Investment Management Co., Limited

Signature:	/s/ Huiwu Wang
Name/Title:	Huiwu Wang/Director
Date:	03/02/2026

Huiwu Wang

Signature:	/s/ Huiwu Wang
Name/Title:	Huiwu Wang
Date:	03/02/2026

FAQ

What stake in Intelligent Group Ltd (INTJ) do the reporting persons disclose?

The investors report beneficial ownership of 450,225 ordinary shares, made up of 375,225 Class A and 75,000 Class B shares. This represents 29.3% of Intelligent Group’s 1,537,500 ordinary shares outstanding after the 1-for-20 reverse stock split.

How much voting power in INTJ do Hong Kong Maysunshine and Huiwu Wang claim?

They state their holdings represent approximately 79.1% of total voting power at Intelligent Group’s general shareholder meeting as of February 17, 2026. This reflects the voting rights attached to 375,225 Class A and 75,000 Class B shares held through VL Prime Capital Limited.

How was the 29.3% ownership percentage in INTJ calculated in this Schedule 13D?

The 29.3% figure is based on 1,537,500 ordinary shares, combining 29,250,000 Class A and 1,500,000 Class B shares as a single class. These numbers come from a November 28, 2025 prospectus and give effect to a 1-for-20 reverse stock split effective February 17, 2026.

What entities hold the INTJ shares reported by Hong Kong Maysunshine and Huiwu Wang?

The 375,225 Class A and 75,000 Class B shares are held of record by VL Prime Capital Limited. VL Prime is owned by Spring Cow Capital Limited (99%) and Hong Kong Maysunshine (1%), while Spring Cow is 99% owned by Ms. Wai Lau and 1% by Hong Kong Maysunshine.

What was the purpose of the VL Prime and Spring Cow share transfers related to INTJ?

On December 11, 2025, Hong Kong Maysunshine acquired shares of VL Prime and Spring Cow for an aggregate US$1,000 using internal cash. Amended governance gives Maysunshine board control at both entities, allowing shared voting and dispositive power over Intelligent Group shares primarily for investment purposes.

Have the reporting persons traded INTJ Class A shares recently?

They state that none of the reporting persons has effected any transaction in Intelligent Group’s Class A ordinary shares during the past 60 days. Their beneficial ownership arises from the governance and ownership structure of VL Prime and Spring Cow rather than recent open-market trading activity.