6-K 1 ea0276785-6k_intelligent.htm REPORT OF FOREIGN PRIVATE ISSUER

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2026

 

Commission File Number: 001-41974

 

Intelligent Group Limited

 

Unit 1203C, Level 12, Admiralty Centre,
Tower 1, 18 Harcourt Road,
Admiralty, Hong Kong

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒        Form 40-F ☐

 

 

 

 

 

EXPLANATORY NOTE

 

On February 4, 2026, Intelligent Group Limited (NASDAQ: INTJ) (the “Company”), filed an amended and restated memorandum and articles of association (the “A&R M&A”) with the BVI Registry of Corporate Affairs. The amendments provide for: (i) an increase in the minimum number of directors from one to three; (ii) a reduction in the requisite voting percentage for the removal of a director (whether by a resolution passed at a meeting of the members or a written resolution) from at least 75% to 51% of the votes of the members entitled to vote; (iii) a prohibition on a Company agent appointing any substitutes or delegates to exercise all or any of the powers conferred on such agent, unless the director resolution appointing the agent specifically authorises such an appointment; (iv) a requirement that any person appointed as the Company’s agent affix the Company’s seal (in accordance with the articles of association of the Company) when executing any document on behalf of the Company; and (v) the formal execution requirements for the Company to enter into enforceable and binding written instruments. 

 

Attached to this report on Form 6-K as Exhibit 3.1 is a copy of the A&R M&A, which has become effective on February 4, 2026.

 

1

 

EXHIBIT INDEX

 

Exhibit No.   Exhibit
     
3.1   Amended and Restated Memorandum and Articles of Association

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  INTELLIGENT GROUP LIMITED
     
  By: /s/ Wai Lau
  Name: Wai Lau
  Title: Director, Chief Executive Officer, and Chairlady of the Board

 

Date: February 12, 2026

 

3