INTJ · Intelligent Group Limited

Intelligent Group Limited, a British Virgin Islands company, has executed a Securities Purchase Agreement on April 29, 2026, to sell its Class B Ordinary Shares to specified non-U.S. buyers. This private placement relies on the Regulation S exemption, confirming all buyers are outside the U.S. and not acting for U.S. persons, ensuring the shares remain restricted securities under Rule 144. The purchase price is fixed at $12.50 per share, with the exact number of shares and buyer allocations detailed in Schedule I. Closing will occur remotely via electronic documents on a date agreed by the parties, with buyers wiring USD consideration and the company issuing shares through VStock Transfer, LLC in book-entry form. Key preconditions include board approval, irrevocable transfer agent instructions, and Nasdaq notification for additional share listing. Buyers provided extensive representations on investment intent, sophistication, and access to SEC filings, underscoring a high-risk, unregistered offering. This capital raise provides Intelligent Group with immediate funding from offshore investors, potentially bolstering liquidity without immediate dilution to U.S. shareholders, though the restricted nature limits near-term liquidity for buyers.