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SU Group Holdings Limited will implement a 1-for-5 reverse stock split (Share Consolidation) of its Class A ordinary shares, combining every five existing shares into one new share. The action was approved by the board and majority shareholders on July 23, 2026.
The split becomes effective at 12:01 a.m. Eastern Time on August 6, 2026, when the shares will begin trading on the Nasdaq Capital Market on a post-split basis under the symbol "SUGP" with new CUSIP G8552M141. Issued and outstanding shares will decrease from approximately 7,124,092 to approximately 1,424,819, and par value will change from HK$0.000001 to HK$0.000005, with authorized shares reduced correspondingly. No fractional shares will be issued; any fractional entitlements will be rounded up to the nearest whole share. Options, warrants, RSUs and similar securities will be adjusted to reflect the 1-for-5 ratio, and the company expects Nasdaq trading to continue, subject to listing requirements.
SU Group Holdings Limited received a Nasdaq staff delisting determination on August 3, 2026 after the closing bid price of its Class A ordinary shares stayed below $1.00 per share for 30 consecutive business days from June 18 through July 31, 2026, breaching Nasdaq Listing Rule 5550(a)(2). Because the company previously completed a 1-for-10 share consolidation on August 25, 2025, it is not eligible for another standard compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv).
The company plans to timely request a hearing before a Nasdaq Hearings Panel under Listing Rule 5815(a). A timely request will stay any trading suspension and Form 25-NSE filing, so the shares are expected to continue trading on the Nasdaq Capital Market under the symbol “SUGP” during the process. The board and shareholders have approved a further 1-for-5 share consolidation, expected to take effect on or about August 6, 2026, aimed at restoring compliance with the minimum bid price requirement. The company cautions there is no assurance the consolidation will sustain a bid price at or above $1.00, that compliance will be regained, or that the Panel will grant continued listing.
SU Group Holdings Limited changed its independent auditor in July 2026. The audit committee dismissed Marcum Asia CPAs LLP as independent registered public accounting firm on July 6, 2026 and approved Guangdong Prouden CPAs GP, whose engagement becomes effective July 8, 2026.
Marcum Asia’s reports on SU Group’s financial statements for the years ended September 30, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications. The company reports no disagreements or reportable events with Marcum Asia, other than previously disclosed material weaknesses in internal control, including limited U.S. GAAP and SEC reporting expertise, lack of formal risk-assessment and control frameworks, and deficiencies in IT general controls over access, change management, and cybersecurity. Marcum Asia has confirmed its agreement with SU Group’s description of these auditor-related matters.
SU Group Holdings Limited has called an extraordinary general meeting on 25 June 2026 to seek shareholder approval for a capital reorganisation and a new memorandum and articles of association. Shareholders of record at the close of business on 4 June 2026 are entitled to vote.
The capital reorganisation would reduce the par value of the shares, giving the company more flexibility to issue new equity in line with prevailing market prices and Cayman law. The board states it expects this to improve the capital structure and financial flexibility without changing relative shareholder rights.
A second proposal would adopt new memorandum and articles that reflect the capital reorganisation and allow written resolutions of shareholders. Both proposals are special resolutions requiring at least two-thirds of votes cast by Class A and Class B holders voting together. Each Class A Ordinary Share carries one vote, while each Class B Ordinary Share carries fifty votes. The board unanimously recommends voting in favour of both proposals.
SU Group Holdings Limited files a prospectus to register the resale of up to 38,317,241 Class A ordinary shares. The prospectus registers Resale Shares issuable upon exercise of previously issued warrants and states the registration equals 120% of the maximum number of shares potentially issuable upon full exercise of the Warrants, calculated as of the prospectus date. The company is not selling shares here and will not receive proceeds from resales by the Selling Shareholders, except to the extent Warrants are exercised for cash. The prospectus discloses the Initial Exercise Price Floor of US$0.87, references a May 13, 2026 public offering that issued Warrants, and notes Class A shares trade on Nasdaq under "SUGP".
SU Group Holdings Limited has approved a major change to certain outstanding warrants. With warrant holder approval, the board reset the exercise price from US$5.50 to US$0.87 per ordinary share, effective June 17, 2026, under the existing warrant instruments and required approvals.
The board cited current financial and operational needs, market conditions, and trading levels as key factors, aiming to better align the warrants with the market and encourage exercises. Any net proceeds from warrant exercises are expected to support working capital, marketing, product promotion, and potential mergers and acquisitions related to the core security services business and new technologies.
SU Group Holdings Limited filed a Form F-1 registering for resale up to 38,317,241 Class A ordinary shares issuable upon exercise of previously issued warrants. The prospectus states the shares will be offered from time to time by selling shareholders and that the company will not receive proceeds from resale, except for cash exercises of the warrants.
The prospectus notes there are 3,563,092 Class A ordinary shares and 901,680 Class B ordinary shares outstanding as of the date of the prospectus, and discloses an Initial Exercise Price Floor of US$0.87 used in calculating the registered amount.
SU Group Holdings Limited filed an amended Form 6-K to correct exhibit materials previously furnished with an earlier report. The company states that Exhibits 4.1 and 4.2 in the original May 13, 2026 submission contained incorrect documents and are now replaced with the correct Form of Pre-funded Warrant and Form of Warrant. The amendment notes that, aside from this exhibit correction, it does not modify or update the disclosures made in the original report.
SU Group Holdings Limited completed a $6 million public offering of 3,000,000 Units at $2.00 per Unit. Each Unit includes one pre-funded warrant for one Class A ordinary share and two 25‑month warrants, each exercisable for one share at $5.50.
The offering was conducted under an effective Form F-1 registration statement and has now closed. A portion of the proceeds will be held in escrow until up to two trading days after a resale registration statement covering the warrant shares becomes effective. SU Group plans to use the net proceeds for strategic acquisitions, investment opportunities in the security services industry, and general working capital.