Every 424B that SU Group Holdings Limited (SUGP) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow SUGP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SUGP filings page.
SU Group Holdings Ltd (SUGP) updates its resale prospectus for Class A ordinary shares underlying outstanding warrants. The company reduced the original warrant exercise price of US$5.50 per share, first to US$0.87 effective June 17, 2026, and, after a 1-for-5 reverse share split on August 6, 2026, this became US$4.35 per share with the warrant share count proportionately reduced.
On August 21, 2026, amendments with warrant holders further reduced the exercise price and Initial Exercise Price Floor to US$0.70 per share and adjusted individual warrant share amounts so that aggregate potential cash proceeds per holder are substantially preserved. Based on pre-consolidation equivalent balances, the warrants now represent an aggregate contractual entitlement to approximately 42,717,046 shares at US$0.70, versus about 34,370,035 shares at US$0.87 previously.
The existing registration statement still covers the resale of up to 38,317,241 Class A ordinary shares; this supplement does not register additional shares. Warrant exercises are limited so that holders cannot receive shares in excess of available effective registration coverage, and any additional exercises could result in significant dilution to existing shareholders if more registration coverage becomes effective.
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 is offering, on a best-efforts basis, up to 3,000,000 Units at US$2.00 per Unit. Each Unit consists of one pre-funded warrant exercisable for one Class A ordinary share (exercise price US$0.0001) and two warrants (each exercisable for one Class A ordinary share at an initial exercise price of US$5.50). The offering price per Unit nets US$1.87 to the company before expenses; aggregate proceeds at maximum subscription are shown as US$5,610,000. A portion of proceeds (the Upfront Amount) will be released at closing, while the remaining US$2,000,000 of net proceeds will be held in escrow and released no later than two trading days after a resale registration statement is declared effective.
The Warrants include nonstandard provisions (exercise-price adjustment protections, anti-dilution, automatic cashless exercise at expiration) and a beneficial-ownership exercise cap of 4.99% (electable up to 9.99%). The company remains a controlled company: the chairman/CEO will beneficially hold voting power of approximately 92.7% immediately after the offering. The Group reported total revenue of HK$192.4 million (US$24.7 million) for fiscal year ended September 30, 2025. This offering is on Nasdaq-traded Class A ordinary shares (symbol SUGP) and the Placement Agent will act on a reasonable best-efforts basis.