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)
7th 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and shall be deemed to be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by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