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                             October 17, 2023

       Wai Lau
       Chief Executive Officer
       Intelligent Group Ltd
       Unit 2803, Level 28, Admiralty Centre
       Tower 1, 18 Harcourt Road
       Admiralty, Hong Kong

                                                        Re: Intelligent Group
Ltd
                                                            Amendment No. 2 to
Registration Statement on Form F-1
                                                            Filed September 25,
2023
                                                            File No. 333-272136

       Dear Wai Lau:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our July 17, 2023
letter.

       Amendment No. 2 to Registration Statement on Form F-1 filed September
25, 2023

       The Offering, page 12

   1.                                                   We note your response
to comment 1, as well as your revised disclosure that the "Selling
                                                        Shareholder may sell
her Ordinary Shares pursuant to the Resale Prospectus upon the
                                                        expiration of her
lock-up period." Revise to discuss any lock-up agreement with your
                                                        Selling Shareholder and
include the length of the lock-up period in your disclosure. Also
                                                        revise to clarify
whether the Selling Shareholder will be carved out from the directors and
                                                        officers lock-up
agreement, as your disclosure on page 94 indicates that the Selling
                                                        Shareholder is not
subject to such agreement, but your disclosure on page 12 no
                                                        longer carves out the
Selling Shareholder from such agreement. To the extent that the
                                                        Selling Shareholder is
not subject to any lock-up with respect to the shares to be sold
                                                        pursuant to the Resale
Prospectus, clarify and state as such.
 Wai Lau
Intelligent Group Ltd
October 17, 2023
Page 2
General

2.    We note your response to comment 4, as well as your revised disclosure,
and we reissue
      the comment in-part. Please revise your disclosure to ensure consistency
regarding the
      price and timing of shares to be sold pursuant to the Resale Prospectus.
In this regard, we
      note your revised disclosure that "[n]o sales of the shares covered by
this prospectus shall
      occur until after completion of our initial public offering." However,
your disclosure on
      page 29 continues to indicate that the offering price of your ordinary
shares offered in the
      Resale Prospectus is fixed "for the duration of the offering or until the
Ordinary Shares are
      listed on a national securities exchange at which time the Ordinary
shares offered under
      the Resale Prospectus may be sold at prevailing market prices or
privately negotiated
      prices." Your disclosure on page 29 suggests that you intend to permit
the selling
      stockholders to sell prior to the successful listing of your Class A
common stock on
      Nasdaq. Please revise or explain how this is permissible given that
listing is a condition to
      both your initial public and resale offerings
       Please 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 Lopez 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
October 17, 2023 Page 2
cc:       Lawrence Venick
FirstName LastName