As filed with the Securities and Exchange Commission on November 7, 2025 Registration Statement No. 333-290824 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Intelligent Group Limited (Exact name of Registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Unit 1203C, Level 12, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong (852) 3618 8460 (Address, including zip code, and telephone number, includin ...

Core Viewpoint - TROOPS, Inc. has signed a non-binding Memorandum of Understanding to acquire a portfolio of UK property assets valued at approximately £40 million, which is part of its global growth strategy to diversify its asset mix and generate income from international real estate [1][2]. Strategic Transaction Highlights - The acquisition involves UK property-holding companies and will include cash consideration along with the issuance of TROOPS' ordinary shares to eligible investors [2]. - This move builds on TROOPS' recent expansions into Asian markets, including a stake in a Malaysian co-living operator and a 49% interest in a Taiwan-based co-working space [2]. - The acquisition is expected to add stable, passive rental income, complementing TROOPS' existing co-living and co-working operating models in Asia [2]. Market Synergy - The acquisition will expand TROOPS' innovative urban solutions into the UK, a significant market for co-living and flexible workspace demand [3]. Enhanced Strategic Vision - The acquisition aims to diversify globally by balancing Asian operating ventures with UK income-generating assets, thereby de-risking the portfolio [4]. - It seeks to secure recurring revenue from prime UK real estate to fund growth in core co-living and co-working segments [4]. - The company plans to leverage design and technology expertise across all markets, enhancing cross-market synergies [4]. Next Steps - The transaction is subject to due diligence, definitive agreements, and customary closing conditions, with further details to be disclosed upon signing binding documentation [6]. Company Overview - TROOPS, Inc. operates as a conglomerate based in Hong Kong, engaged in money lending, property investment for rental income, and the development of an online financial marketplace leveraging advanced technologies [9].

Core Viewpoint - TROOPS, Inc. has initiated a stock repurchase plan, demonstrating confidence in its long-term growth prospects and commitment to enhancing shareholder value through the reduction of outstanding shares [1][3]. Group 1: Stock Repurchase Details - On July 22, 2025, TROOPS entered into a Stock Repurchase Agreement to repurchase 4,400,000 shares at a price of US$0.90 per share, totaling US$3,960,000 [2]. - The closing of the Stock Repurchase Agreement occurred on July 24, 2025 [2]. Group 2: Impact on Shareholder Value - The strategic repurchase is expected to enhance shareholder value by potentially increasing earnings per share and strengthening the Company's capital structure [3]. Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate engaged in various businesses, including money lending, property investment, online financial marketplace development, advisory services, and insurance consultancy [4]. - The Company's vision is to create a sustainable ecosystem that generates value for its shareholders [4].

Core Viewpoint - TROOPS, Inc. is expanding into the flexible workspace sector in Asia through the acquisition of a 49% stake in WORK, Inc., a co-working space operator in Taiwan, with plans for future growth in Hong Kong [1][3]. Group 1: Acquisition Details - The acquisition involves a staged approach, with TROOPS' subsidiary acquiring 49% of WORK, Inc. upfront and a put option for the remaining 51% in the future [6]. - Payment for the acquisition will be made through convertible notes linked to TROOPS' share price, priced at 80% of the lower of the pre-signing closing price or the 60-day average [1][6]. - The Purchaser is obligated to develop a 7,000 square feet co-working space in Hong Kong and a dedicated mobile application as part of the agreement [1][6]. Group 2: Conditions and Obligations - Key conditions for the acquisition include due diligence, regulatory approvals from NASDAQ and SEC, and the absence of material adverse changes [1][6]. - The Letter of Intent (LOI) enforces confidentiality and exclusivity between the parties involved in the transaction [6]. Group 3: Company Overview - TROOPS, Inc. operates as a conglomerate with diverse business interests, including money lending, property investment, financial technology solutions, and consultancy services [4]. - The company's vision is to create a sustainable ecosystem that generates value for its shareholders [4].

Core Viewpoint - TROOPS, Inc. has received a judgment from the High Court of Hong Kong, which imposes significant financial liabilities on the company and its subsidiaries [3][4]. Legal Proceedings - On August 9, 2022, TROOPS, Inc. and its subsidiaries were served with a writ of summons and injunctions that restricted asset disposal [2]. - The High Court's judgment on June 23, 2025, holds the company and its subsidiaries jointly and severally liable for payments totaling HK$163,400,000 and HK$241,400,000 [3]. - The company intends to appeal the judgment and is exploring legal options to rectify the situation [6][7]. Management's Response - Management expressed disappointment with the court's ruling, attributing it to allegations from FTI Consulting regarding a disputed restructuring plan [5]. - The company plans to mobilize shareholders for a class-action lawsuit against FTI Consulting for malicious prosecution [7]. Company Overview - TROOPS, Inc. operates in various sectors, including money lending, property investment, and financial technology solutions [8].

Core Insights - TROOPS, Inc. has received an initial investment exceeding US$10 million from Wang & Lee Group, which is expected to be completed by mid-April 2025, highlighting the rapid progression of their partnership aimed at integrating advanced technologies [1][2] - The collaboration focuses on creating smarter, greener communities, leveraging Wang & Lee's expertise to enhance urban living through sustainable and convenient technology solutions [2][3] - The investment strengthens TROOPS' liquidity position and aligns with its strategy to enhance asset value and tenant retention while addressing global ESG priorities [3] Technology Integration and Innovations - TROOPS plans to implement AI-driven advertising platforms for hyper-targeted advertising solutions to improve tenant engagement and revenue [5] - The company will install IoT smart home devices that are energy-efficient and enhance security in select properties [5] - A blockchain-based ESG rewards system will be developed to incentivize sustainable practices among tenants and visitors, with potential partnerships to expand token redemption opportunities [5] Strategic Roadmap - The partnership with Wang & Lee is expected to scale IoT and AI smart home systems across up to 200 buildings, enhancing operational efficiency [5] - The collaboration will leverage Wang & Lee's acquisition of Solar (HK) Limited to integrate renewable energy solutions into TROOPS' portfolio [5] - The strategic roadmap aims to address global ESG priorities while enhancing the overall value proposition for stakeholders [3]