SU Group regains Nasdaq minimum bid compliance

SU Group Holdings Limited (SUGP) reports that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).

Rhea-AI Filing Summary

SU Group Holdings Limited (SUGP) reports that it has regained compliance with the Nasdaq Capital Market’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Nasdaq provided written confirmation that the company now meets all Nasdaq Capital Market listing requirements, so its Class A ordinary shares will continue trading under the symbol SUGP.

The company also states that this report, including the attached press release, is incorporated by reference into its existing Form F-3 shelf registration. SU Group describes itself as an integrated security-related services company in Hong Kong, providing engineering, guarding, screening, and vocational training services for security systems across public and private sector facilities.

Positive

• Regained Nasdaq listing compliance: Nasdaq confirmed SU Group now meets the minimum bid price requirement under Listing Rule 5550(a)(2), and its Class A ordinary shares will continue to be listed and traded on the Nasdaq Capital Market.

Negative

• None.

Key Figures

Nasdaq Listing Rule: Rule 5550(a)(2) Report date: August 20, 2026 Form F-3 registration number: 333-284868

3 metrics

Nasdaq Listing Rule Rule 5550(a)(2) Minimum bid price requirement with which the company reports it has regained compliance

Report date August 20, 2026 Date of the company’s announcement that it had regained compliance with Nasdaq’s minimum bid price requirement

Form F-3 registration number 333-284868 Shelf registration statement into which the press release is incorporated by reference

Key Terms

minimum bid price requirement, Nasdaq Capital Market, Form F-3, forward-looking statements

4 terms

minimum bid price requirement regulatory

"has regained compliance with the minimum bid price requirement set forth"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Capital Market regulatory

"is in compliance with the Nasdaq Capital Market’s listing requirements"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statement on Form F-3"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

forward-looking statements regulatory

"The Company makes forward-looking statements in this report within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did SU Group Holdings Limited (SUGP) announce regarding its Nasdaq listing?

SU Group announced that Nasdaq provided written confirmation it has regained compliance with the minimum bid price requirement under Listing Rule 5550(a)(2), and that its Class A ordinary shares will continue to be listed and traded on the Nasdaq Capital Market.

Which specific Nasdaq rule does SUGP now comply with?

SU Group states it is again in compliance with the Nasdaq Listing Rule 5550(a)(2), which contains the minimum bid price requirement applicable to companies listed on the Nasdaq Capital Market.

Will SU Group’s Class A ordinary shares remain listed on Nasdaq?

Yes. The company reports that, following Nasdaq’s written confirmation of compliance with Listing Rule 5550(a)(2), its Class A ordinary shares will continue to be listed and traded on The Nasdaq Stock Market under the symbol SUGP.

How does this 6-K relate to SU Group’s Form F-3 registration statement?

The company states that Exhibit 99.1, the press release on regaining Nasdaq compliance, is incorporated by reference into its Form F-3 registration statement (Reg. No. 333-284868), becoming part of that shelf registration from the date this report is furnished.

What business does SU Group Holdings Limited (SUGP) operate in?

SU Group describes itself as an integrated security-related services company in Hong Kong, providing security-related engineering services, security guarding and screening services, and related vocational training, including design, supply, installation, and maintenance of various security systems for public and private sector clients.

Does SU Group include forward-looking statements in this 6-K?

Yes. The company includes forward-looking statements about matters such as the expected effectiveness of a share consolidation and potential future compliance outcomes, and notes that these involve risks and uncertainties described in its SEC reports and may differ materially from actual results.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/20/2026 - 04:17 PM EDT Learn about SEC filing dates

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 August 2026

Commission File Number: 001-41927

SU Group Holdings Limited

(Registrant’s Name)

7^th Floor, The Rays
No. 71 Hung To Road, Kwun Tong
Kowloon, 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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Explanatory Note

Exhibit 99.1 included with this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-284868), including the prospectuses contained therein and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release dated August 20, 2026 - SU Group Holdings Limited Regains Compliance with Nasdaq Minimum Bid Price Requirement

SIGNATURES

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.

	SU GROUP HOLDINGS LIMITED
Date: August 20, 2026	By:	/s/ Chan Ming Dave
		Chan Ming Dave
		Chief Executive Officer

Exhibit 99.1

SU GROUP HOLDINGS LIMITED REGAINS COMPLIANCE WITH NASDAQ MINIMUM BID PRICE REQUIREMENT

HONG KONG – August 20, 2026 - SU Group Holdings Limited (Nasdaq: SUGP) (“SU Group” or the “Company”), an integrated security-related services company in Hong Kong, today announced that it has received written confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and is in compliance with the Nasdaq Capital Market’s listing requirements. As a result, the Company’s Class A Ordinary Shares will continue to be listed and traded on The Nasdaq Stock Market under the symbol “SUGP.”

About SU Group Holdings Limited

SU Group (Nasdaq: SUGP) is an integrated security-related services company that primarily provides security-related engineering services, security guarding and screening services, and related vocational training services in Hong Kong. Through its subsidiaries, SU Group has been providing turnkey services to the existing infrastructure or planned development of its customers through the design, supply, installation, and maintenance of security systems for over two decades. The security systems that SU Group provides services include threat detection systems, traffic and pedestrian control systems, and extra-low voltage systems in private and public sectors, including commercial properties, public facilities, and residential properties in Hong Kong. For more information visit www.sugroup.com.hk.

Forward-Looking Statements

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties, including the expected effectiveness of the share consolidation on or about August 6, 2026, the possibility that the Company may regain compliance with Nasdaq’s minimum bid price requirement following the share consolidation and that the Panel hearing may not need to proceed, and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. These statements may be preceded by, followed by or include the words "may," "might," "will," "will likely result," "should," "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "continue," "target" or similar expressions. These forward-looking statements are based on information available to the Company as of the date of this report and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, and other risks and uncertainties set forth in our reports filed with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise

Contact

Global IR Partners
David Pasquale

Phone: +1 914-337-8801
Email: SUGP@globalirpartners.com

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 6.5 KB