Intelligent Group Ltd reports shared beneficial ownership positions by VL Prime Capital Limited, Spring Cow Capital Limited and Wai Lau totaling 450,225 ordinary shares each (representing 29.3% of the class per reporting-row calculations). The percentage calculations use 1,537,500 ordinary shares as of November 28, 2025 and reflect a 1-for-20 reverse stock split effective February 17, 2026.
The filing describes a Share Transfer on December 11, 2025 that changed ownership and governance of VL Prime and Spring Cow, giving Hong Kong Maysunshine Investment Management Co., Limited the ability to designate two directors on each board. The filing states that, following the transfer, the reporting persons together represent approximately 79.1% of total voting power at general shareholders meetings as of February 17, 2026.
Positive
None.
Negative
None.
Insights
Transfer and governance changes concentrate board appointment power despite small equity share.
VL Prime and Spring Cow executed a Share Transfer on December 11, 2025 and amended their M&AAs so Maysunshine may designate two directors, including the chair, for each three‑member board. The filing states this permits Maysunshine to direct board actions by simple majority.
The arrangements mean voting and dispositive power over the 375,225 Class A and 75,000 Class B shares held of record by VL Prime are shared among the reporting persons. Subsequent filings or disclosures may clarify how board direction maps to shareholder voting at company meetings.
Reported holdings equal 29.3% of the class per filer rows, calculated on a 1,537,500 share base.
The cover rows show each reporting person with 450,225 ordinary shares, and the percentage basis is the sum of 29,250,000 Class A and 1,500,000 Class B treated as a single class then adjusted for a 1-for-20 reverse split. The filing binds the percentage to the November 28, 2025 share counts and the reverse split effective February 17, 2026.
Investors interested in ownership concentration should review subsequent amendments or the prospectus referenced for exact share schedules and any post‑transfer movements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
VL Prime Capital Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
450,225.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
450,225.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,225.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
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.
(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 13G
CUSIP Number(s):
1
Names of Reporting Persons
Spring Cow Capital Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,225.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
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 as to 99% and Hong Kong Maysunshine Investment Management Co., Limited, a limited liability company incorporated in Hong Kong, as to 1%, respectively. Details are set forth in Item 4.
(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 13G
CUSIP Number(s):
1
Names of Reporting Persons
Wai Lau
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
450,225.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
450,225.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
450,225.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
29.3 %
12
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, a limited liability company incorporated in Hong Kong, 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 Item 4.
(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 13G
Item 1.
(a)
Name of issuer:
Intelligent Group Ltd
(b)
Address of issuer's principal executive offices:
Unit 1203C, Level 12, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong
Item 2.
(a)
Name of person filing:
VL Prime Capital Limited
Spring Cow Capital Limited
Wai Lau
(b)
Address or principal business office or, if none, residence:
VL Prime Capital Limited - Unit 1203C, Level 12, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong
Spring Cow Capital Limited - Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands
Wai Lau - Unit 1203C, Level 12, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong
(c)
Citizenship:
VL Prime Capital Limited - British Virgin Islands
Spring Cow Capital Limited - British Virgin Islands
Wai Lau - Hong Kong
(d)
Title of class of securities:
Class A ordinary shares, US$0.0002 par value per share
(e)
CUSIP No.:
G48047115
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
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").
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, Spring Cow and Ms. Wai Lau are deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, to share the voting power and dispositive power with Maysunshine with respect to the 375,225 Class A ordinary shares and 75,000 Class B ordinary shares of 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.
(b)
Percent of class:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information specified in items 4(a) - (c) is provided in rows 5 through 11 of the cover pages for each Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
What stake does VL Prime Capital hold in Intelligent Group (INTJ)?
VL Prime Capital is shown as beneficially owning 450,225 ordinary shares, equal to 29.3% of the class based on a 1,537,500-share calculation referenced to November 28, 2025 and adjusted for a 1-for-20 reverse split effective February 17, 2026.
How did the December 11, 2025 share transfers affect control?
On December 11, 2025 Spring Cow and Maysunshine exchanged small equity interests and amended M&AAAs, giving Maysunshine the right to designate two directors on each three-member board, enabling it to direct board decisions despite a stated 1% equity interest.
What basis was used to calculate the 29.3% ownership figures?
Percentages are calculated using the sum of 29,250,000 Class A and 1,500,000 Class B ordinary shares treated as a single class, converted and then adjusted by a 1-for-20 reverse split, with the base cited as of November 28, 2025.
What voting power do the reporting persons collectively hold?
The filing states that following the Share Transfer the reporting persons share voting and dispositive power over the VL Prime record holdings, representing approximately 79.1% of total voting power at general shareholders meetings as of February 17, 2026.
