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                             December 12, 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
                                                            Amendment No. 3 to
Draft Registration Statement on Form F-1
                                                            Submitted November
15, 2022
                                                            CIK No. 0001916416

       Dear Wai Lau:

             We have reviewed your amended 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.

       Amendment No. 3 to Draft Registration Statement on Form F-1 submitted
November 15, 2022

       Prospectus Summary
       Permission Required From Hong Kong and Chinese Authorities, page 7

   1.                                                   We note your response
to comment 1, as well as your revised disclosure. Please revise to
                                                        address the basis for
your disclosure that "[w]e also understand that IGL, IJL and ITL are
                                                        not required to obtain
any permissions or approvals from any Chinese authorities to
                                                        operate their
businesses as of the date of this prospectus." For example, disclose whether
                                                        you relied on an
opinion of counsel or alternatively are relying on management's internal
                                                        assessment and discuss
such assessment. Please make conforming changes on your
                                                        prospectus cover page
and in your risk factor on page 14.
 Wai Lau
Intelligent Group Ltd
December 12, 2022
Page 2
Unaudited Condensed Consolidated Statements of Income, page F-22

2.    We reviewed your response and revisions in response to comment 4.
Dividends exceed
      earnings in the current year. In these situations, pro forma per share
data should give
      effect to the increase in the number of shares which, when multiplied by
the offering
      price, would be sufficient to replace the capital in excess of earnings
being withdrawn.
      This is true even if the stated use of offering proceeds is other than
for the payment of
      dividends. Refer to SAB Topic 1:B.3. In addition, since the dividend is
reflected in your
      financial statements for the six months ended May 31, 2022, please remove
the November
      31, 2021 pro forma balance sheet information on page 12.
        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,
FirstName LastNameWai Lau
                                                          Division of
Corporation Finance
Comapany NameIntelligent Group Ltd
                                                          Office of Trade &
Services
December 12, 2022 Page 2
cc:       Lawrence Venick
FirstName LastName