SU Group Holdings (NASDAQ: SUGP) regains Nasdaq compliance, clarifies share changes

Rhea-AI Filing Summary

SU Group Holdings Limited reports that it has regained compliance with Nasdaq’s minimum publicly held shares and minimum bid price requirements under Listing Rules 5550(a)(4) and 5550(a)(2). This means its shares currently meet Nasdaq’s standards to remain listed on that market.

The company also corrects a typographical error from a prior press release. Its Extraordinary General Meeting took place on July 31, 2025, at 10 p.m. ET, where shareholders approved a reverse stock split and a redesignation of ordinary shares. Both the reverse split and the redesignation actually became effective on August 25, 2025, at 12:01 a.m. ET.

Following the redesignation, the authorized share capital of HK$75,000,000, previously comprising 750,000,000 consolidated shares, was restructured into 749,098,320 Class A ordinary shares and 901,680 Class B ordinary shares, each with a par value of HK$0.10 and rights as set out in the amended memorandum and articles of association.

Positive

• Regained Nasdaq compliance with minimum publicly held shares and minimum bid price requirements, confirming continued eligibility for listing under Rules 5550(a)(4) and 5550(a)(2).

Negative

• None.

Insights

Equity Markets Analyst

Regaining Nasdaq compliance stabilizes SU Group’s listing status.

SU Group Holdings Limited states that it now complies with Nasdaq’s minimum publicly held shares and minimum bid price requirements under Rules 5550(a)(4) and 5550(a)(2). Meeting these standards confirms that its shares currently qualify to remain traded on the Nasdaq Capital Market, removing the immediate risk associated with prior deficiencies.

The company also clarifies earlier communications about its capital structure changes. The Extraordinary General Meeting on July 31, 2025 approved a reverse stock split and share redesignation, but both actions became effective on August 25, 2025 at 12:01 a.m. ET. The authorized share capital of HK$75,000,000 was restructured into 749,098,320 Class A ordinary shares and 901,680 Class B ordinary shares, each with a par value of HK$0.10, under updated governing documents.

These details outline the current share classes and confirm that prior disclosure about the effective date has been corrected. Subsequent disclosures in company reports can provide further insight into how the new capital structure and maintained Nasdaq listing status interact with future corporate actions.

Form 6-K: How Foreign Companies Report to the SEC →

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 October 2025

Commission File Number: 001-41927

SU Group Holdings Limited

(Exact name of registrant as specified in its charter)

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 of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Company Regains Compliance with Nasdaq Minimum Publicly Held Shares and Minimum Bid Requirements

SU Group Holdings Ltd announces regaining compliance with Nasdaq Minimum Publicly Held Shares and Minimum Bid Requirements under Nasdaq Listing Rules 5550(a)(4) and 5550(a)(2), respectively.

Correction of a typographical error in the Press Release issued on September 19, 2025

On September 19, 2025, the Company announced in a press release that it disseminated: “On July 31, 2025, the Company effected a reverse stock split in order to cure the deficiency under Nasdaq Listing Rule 5550(a)(2) for continued listing. On July 31, 2025, the Company’s ordinary shares were also redesignated as Class A ordinary shares (the “ordinary shares”), as previously reported on Form 6-K on August 20, 2025.” The Company would like to clarify that the Company’s Extraordinary General Meeting of Shareholders took place on July 31, 2025 at 10 pm ET at which meeting both these resolutions were passed but that both the reverse stock split and redesignation of ordinary shares (as described further below) took effect on August 25, 2025 at 12:01 am ET. To further elaborate, on the redesignation, the company re-designated the authorized share capital from HK$75,000,000, comprising 750,000,000 Consolidated Shares, into 749,098,320 Class A ordinary shares, par value HK$0.10 each (“Class A Ordinary Shares”), and 901,680 Class B ordinary shares, par value HK$0.10 each (“Class B Ordinary Shares”), with rights, privileges, and restrictions as set out in the amended memorandum and articles of association (the “M&A Amendments”) of the Company, as previously reported on Form 6-K on August 20, 2025.

1

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release dated October 2, 2025 – SU Group Holdings Regains Compliance with Nasdaq Minimum Publicly Held Shares and Minimum Bid Requirements

2

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
	(Registrant)
Date: October 2, 2025	By	/s/ Chan Ming Dave
		Chan Ming Dave
		Chief Executive Officer

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FAQ

What did SU Group Holdings Limited (SUGP) announce in this 6-K?

The company announced that it has regained compliance with Nasdaq’s minimum publicly held shares and minimum bid price requirements under Listing Rules 5550(a)(4) and 5550(a)(2).

Why is Nasdaq compliance important for SU Group Holdings (SUGP)?

Compliance with Nasdaq’s minimum publicly held shares and minimum bid price rules confirms that SU Group’s shares currently meet the standards required to remain listed on the exchange.

What correction did SU Group Holdings (SUGP) make to its September 19, 2025 press release?

SU Group clarified that while its Extraordinary General Meeting occurred on July 31, 2025, both the reverse stock split and redesignation of ordinary shares became effective on August 25, 2025 at 12:01 a.m. ET.

When did SU Group’s reverse stock split and share redesignation actually take effect?

Both the reverse stock split and the redesignation of ordinary shares took effect on August 25, 2025 at 12:01 a.m. ET, following approval at the July 31, 2025 Extraordinary General Meeting.

How was SU Group Holdings’ authorized share capital restructured?

The authorized share capital of HK$75,000,000, previously comprising 750,000,000 consolidated shares, was re-designated into 749,098,320 Class A ordinary shares and 901,680 Class B ordinary shares, each with a par value of HK$0.10.

What are the share classes now authorized for SU Group Holdings (SUGP)?

The company now has authorized 749,098,320 Class A ordinary shares and 901,680 Class B ordinary shares, par value HK$0.10 each, with rights and restrictions defined in its amended memorandum and articles of association.