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                               July 20, 2022

       Wai Lau
       Chief Executive Officer
       Intelligent Group Ltd
       6/F, Wing On Cheong Building
       5 Wing Lok Street
       Sheung Wan, Hong Kong

                                                        Re: Intelligent Group
Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted June 23,
2022
                                                            CIK No. 0001916416

       Dear Ms. Lau:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1 submitted June 23, 2022

       Cover Page

   1.                                                   We note your disclosure
that the company's "structure involves unique risks to investors."
                                                        Please also acknowledge
that Chinese regulatory authorities could disallow this structure,
                                                        which would likely
result in a material change in your operations and/or a material change
                                                        in the value of the
securities you are registering for sale, including that it could cause the
                                                        value of such
securities to significantly decline or become worthless.
   2.                                                   We note your disclosure
that "[r]eferences to "IJL" are to the Hong Kong entity operating
                                                        the business." Please
also define "ITL" on the cover page.
 Wai Lau
FirstName   LastNameWai  Lau
Intelligent Group Ltd
Comapany
July        NameIntelligent Group Ltd
     20, 2022
July 20,
Page  2 2022 Page 2
FirstName LastName
3.       Please amend your disclosure here, in the summary risk factors, on
pages 3-5 of the
         prospectus summary and in the risk factors to state that, to the
extent cash and/or assets in
         the business is in Hong Kong or a Hong Kong entity, the funds and/or
assets may not
         be available to fund operations or for other use outside of Hong Kong
due to interventions
         in or the imposition of restrictions and limitations on the ability of
you or your
         subsidiaries by the PRC government to transfer cash and/or assets. On
the cover page,
         provide cross-references to these other discussions in the prospectus
summary, summary
         risk factors and risk factors sections.
4.       We note your disclosure on page 3 that "[s]ince the only transfer of
cash among IGL and
         IJL and ITL have been in the form of dividends and there are no
limitations on the
         abilities of IGL to transfer cash to or from IJL and ITL or to
investors under Hong Kong
         Law, IGL has not established cash management policies that dictate how
funds are
         transferred." Please also state as such here on the cover page.
5.       Please include the filing fee table as an exhibit to this registration
statement. Refer to Item
         601(b)(107) of Regulation S-K.
6.       We note your disclosure that Ms. Lau will own "60.0% of the total
voting power"
         following the consummation of the offering. Please revise to address
whether Ms.
         Lau will have the ability to control the outcome of certain matters
submitted to
         stockholders for approval through her controlling ownership of the
company, such as the
         election of directors, amendments to your organizational documents and
any merger,
         consolidation, sale of all or substantially all of your assets or
other major corporate
         transactions.
7.       Please revise the alternate resale cover page of the resale prospectus
to also address the
         risks related to your status as a China-based issuer and a company
controlled by Ms. Lau.
8.       We note your disclosure regarding legal and operational risks
associated with being based
         in or having the majority of the company   s operations in China.
Please include a cross-
         reference to the individual risk factors identified on the cover page.
9.       Please revise your definition of the "PRC" and "China," so that it
does not exclude Hong
         Kong or Macau. Revise the disclosure in your prospectus accordingly.
Prospectus Summary
Summary Risk Factors
Risks Relating to Doing Business in Hong Kong, page 3

10.      We note your cross-reference to "Risk Factors     Risks Relating to
Doing Business in
         Hong Kong" as well as the cross-references to specific page numbers
for each summary
         risk factor. For each of the Hong Kong-based risk factors summarized
here, please also
         provide specific cross-references to each such risk factor heading
included in the more
         detailed discussion of these risks in the prospectus.
 Wai Lau
FirstName   LastNameWai  Lau
Intelligent Group Ltd
Comapany
July        NameIntelligent Group Ltd
     20, 2022
July 20,
Page  3 2022 Page 3
FirstName LastName
Permission Required From Hong Kong and Chinese Authorities, page 6

11.      We note your disclosure discussing the consequences if "applicable
laws, regulations, or
         interpretations change and IJL and ITL are required to obtain such
permissions or
         approvals in the future . . . ." Please expand your discussion to
discuss the possible
         ramifications if you do become subject to PRC laws/authorities,
including that you could
         incur material costs to ensure compliance, be subject to fines,
experience devaluation of
         securities or delisting, no longer conduct offerings to foreign
investors, and no longer be
         permitted to continue your current business operations.
12.      Please state affirmatively whether you have received all requisite
permissions or approvals
         and whether any permissions or approvals have been denied.
Capitalization, page 35

13.      Please revise your table to include Bank Borrowings.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting our Results of Operations
General market conditions of the capital market in Hong Kong, page 39

14.      Please update your discussion of the outbreak and impact of the war in
Ukraine and
         address the direct and indirect impacts on your business.
Additionally, please address
         whether recent inflationary pressures and supply chain disruptions
have materially
         impacted the capital markets in Hong Kong and therefore your
operations. In this regard,
         identify the types of inflationary pressures and supply chain
disruptions you are facing, as
         applicable, and how your business has been affected.
Liquidity and Capital Resources, page 44

15.      Please include a statement by the company that, in its opinion, the
working capital is
         sufficient for the company   s present requirements, or, if not, how
it proposes to provide
         the additional working capital needed. Please refer to Item 5.B.1(b)
of Form 20-F.
Accounts Receivable, page 44

16.      Please revise your disclosure to provide more information on the
accounts receivable
         written-off for two customers during 2021. You should include in the
discussion:
             whether the write-off impacts your decision to record an allowance
for doubtful
              accounts;
             why the accounts receivable balance tripled from the previous year
while revenues
              doubled;
             and if there are any known trends or uncertainties that management
believes might
              affect collectability of customer balances.
 Wai Lau
FirstName   LastNameWai  Lau
Intelligent Group Ltd
Comapany
July        NameIntelligent Group Ltd
     20, 2022
July 20,
Page  4 2022 Page 4
FirstName LastName
Contractual Obligations, page 45

17.      Please include Bank Borrowings in the table of the contractual
obligations.
Industry and Market Data, page 50

18.      We note your reliance on certain sources throughout this section,
including SFC   s
         website, Fact Book 2020 and market statistics 2021 issued by the HK
Stock Exchange.
         Please revise to clarify which source you are relying upon for each
instance in which you
         make a market statement. As example only, we note your statements that
"Hong Kong
         has ranked number two and four in the world in 2020 and 2021,
respectively, in terms of
         the amount of funds raised through IPOs," "[t]he total number of
listed companies in
         Hong Kong increased from 1,547 in 2012 to 2,572 in 2021 . . . ", and
"[w]ith the expected
         continuous expansion in the capital markets of Hong Kong and the
increase in the number
         of listed companies, the demand for Financial PR services is expected
to increase." Last,
         please update your discussion as appropriate to reflect the current
state of the capital
         markets in Hong Kong in 2022. To the extent you commissioned any of
the third party
         data you cited, provide the consent of the third party in accordance
with Rule 436.
Business
Corporate History and Structure, page 55

19.      Please provide a brief description of the business operations of your
subsidiaries in this
         section.
Our Competitive Strengths, page 56

20.      We note your disclosure that "[s]ince our establishment in 2016, we
have been engaged by
         101 clients, among which 58 are listing applicants or listed companies
on the HK Stock
         Exchange." To provide additional context to investors, please also
state that "[t]he
         number clients who are listed companies on the HK Stock Exchange
increased from 12
         companies for the year ended November 30, 2020 to 28 companies for the
year ended
         November 30, 2021," as you do on page 41.
Consolidated Financial Statements
Consolidated Statements of Income, page F-4

21.      We note your disclosure on page 41 that advertisement expenses
represent the expenses
         on media platforms in relation to media and promotion services you
provide for your
         clients. Please tell us your consideration of separately disclosing
this amount as a Cost of
         Revenue on the Statements of Income. You should include in your
response the
         consideration of any other costs incurred in relation to earning
revenues.
 Wai Lau
FirstName   LastNameWai  Lau
Intelligent Group Ltd
Comapany
July        NameIntelligent Group Ltd
     20, 2022
July 20,
Page  5 2022 Page 5
FirstName LastName
Consolidated Statements of Cash Flows, page F-6

22.      Please tell us your consideration of classifying the activity related
to the "Due from a
         director" line item as an investing activity. Refer to ASC
230-10-45-12a and 13a.
Exhibit Index, page II-4

23.      Please file the director nominee consents of each of Mr. Chow, Mr. Che
and Ms. Yeung as
         exhibits to the registration statement as required by Securities Act
Rule 438.
General

24.      To the extent that you have one or more directors, officers or members
of senior
         management located in the PRC/Hong Kong, please (i) state that is the
case and identify
         the relevant individuals in your section entitled "Management," (ii)
revise
         the "Enforcement of Civil Liabilities" section to state that such
individuals are located in
         the PRC/Hong Kong, and (iii) add a risk factor addressing the
challenges of bringing
         actions and enforcing judgments/liabilities against such individuals.
In this regard, we
         note that footnote (1) on page 71 indicates that the business address
of your directors and
         officers is in Hong Kong.
25.      To provide additional context for investors, please define the term
"Key Opinion
         Leaders."
26.      Please revise your disclosure throughout the filing to clarify that
the selling stockholders
         will sell at a fixed price or within a bona fide price range until
your shares are listed or
         quoted on an established public trading market, and thereafter at
prevailing market prices
         or privately negotiated prices. Please disclose the fixed price or
bona fide price range in
         the prospectus. Refer to Item 501(b)(3) of Regulation S-K.
27.      Please provide us with supplemental copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
         behalf, have presented or expect to present to potential investors in
reliance on Section
         5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of those
         communications.
 Wai Lau
FirstName   LastNameWai  Lau
Intelligent Group Ltd
Comapany
July        NameIntelligent Group Ltd
     20, 2022
July 20,
Page  6 2022 Page 6
FirstName LastName
        You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Brian Fetterolf at 202-551-6613 or Jennifer L  pez
Molina at 202-551-
3792 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services
cc:      Lawrence Venick