SU Group Holdings (SUGP) replaces Marcum Asia with Guangdong Prouden

Rhea-AI Filing Summary

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.

Key Figures

Auditor change approval date: July 6, 2026 Effective date of new auditor: July 8, 2026 Fiscal year-end in latest audits: September 30, 2025 +1 more

4 metrics

Auditor change approval date July 6, 2026 Date the audit committee dismissed Marcum Asia and approved Guangdong Prouden CPAs GP as auditor

Effective date of new auditor July 8, 2026 Date from which Prouden will provide services previously provided by Marcum Asia

Fiscal year-end in latest audits September 30, 2025 One of the years (2025 and 2024) for which Marcum Asia issued unqualified reports

Date of Form 20-F with weaknesses January 16, 2026 Date the annual report on Form 20-F disclosed material weaknesses in internal control

Key Terms

independent registered public accounting firm, material weaknesses, internal control framework over financial reporting, IT general controls, +1 more

5 terms

independent registered public accounting firm regulatory

"approved the appointment of Guangdong Prouden CPAs GP as SU Group’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weaknesses financial

"other than the material weaknesses reported by management in the annual report on Form 20-F"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control framework over financial reporting financial

"a lack of formal risk assessment process and internal control framework over financial reporting"

IT general controls technical

"a lack of IT general controls regarding logical access security, change management of our ERP system"

logical access security technical

"a lack of IT general controls regarding logical access security, change management of our ERP system"

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FAQ

What auditor change did SU Group Holdings (SUGP) report in July 2026?

SU Group’s audit committee dismissed Marcum Asia CPAs LLP on July 6, 2026 and approved Guangdong Prouden CPAs GP as the new independent registered public accounting firm, with Prouden’s engagement effective as of July 8, 2026.

Did Marcum Asia issue qualified audit opinions on SU Group (SUGP) for 2024 or 2025?

No. Marcum Asia’s reports on SU Group’s financial statements for the years ended September 30, 2025 and 2024 had no adverse opinion, no disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

Were there any disagreements between SU Group (SUGP) and Marcum Asia?

SU Group reports no disagreements with Marcum Asia during the years ended September 30, 2025 and 2024 through July 6, 2026 on accounting principles, financial statement disclosure, or auditing scope or procedures that would have required reference in Marcum Asia’s reports.

What material weaknesses has SU Group (SUGP) identified in internal control?

Previously reported material weaknesses include limited accounting staff with U.S. GAAP and SEC expertise, absence of formal accounting policies, a lack of formal risk assessment and internal control framework, and weak IT general controls over logical access, ERP change management, and cybersecurity.

Did SU Group (SUGP) consult Guangdong Prouden CPAs before appointing them auditor?

No. SU Group states that, through July 8, 2026, it and its representatives did not consult Prouden on accounting principles, potential audit opinions, disagreements, or reportable events that influenced its decisions on accounting, auditing, or financial reporting matters.

How did Marcum Asia respond to SU Group’s description of the auditor change?

In a letter dated July 16, 2026, Marcum Asia CPAs LLP stated that it agrees with the statements concerning its firm in SU Group’s disclosure and is not in a position to agree or disagree with SU Group’s other statements.

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 July 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 ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “SU Group,” “we,” “us” and “our” refer to SU Group Holdings Limited and its subsidiaries.

Change in Registrant’s Certifying Accountant

On July 6, 2026, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of SU Group dismissed Marcum Asia CPAs LLP (“Marcum Asia”) as its independent registered public accounting firm. On July 6, 2026, the Audit Committee approved the appointment of Guangdong Prouden CPAs GP (“Prouden”) as SU Group’s independent registered public accounting firm. The services previously provided by Marcum Asia will be provided by Prouden, effective as of July 8, 2026.

The reports of Marcum Asia on the financial statements of SU Group for the years ended September 30, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the years ended September 30, 2025 and 2024, through July 6, 2026, there were no disagreements with Marcum Asia on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of Marcum Asia, would have caused Marcum Asia to make reference to the subject matter of the disagreement in connection with its reports on SU Group’s financial statements for such periods.

During the Company’s the two years ended September 30, 2025 and 2024 and through July 6, 2026, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses reported by management in the annual report on Form 20-F for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 16, 2026. The material weaknesses identified relates to (i) a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements as well as the lack in formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements, (ii) a lack of formal risk assessment process and internal control framework over financial reporting, and (iii) a lack of IT general controls regarding logical access security, change management of our ERP system as well as cybersecurity.

SU Group provided Marcum Asia with a copy of the forgoing disclosure and requested Marcum Asia to furnish SU Group with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum Asia agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of Marcum Asia’s letter, dated July 16, 2026, is filed as Exhibit 99.1 to this Form 6-K.

During the years ended September 30, 2025 and 2024 and through July 8, 2026, neither SU Group nor anyone acting on SU Group’s behalf, consulted Prouden with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on SU Group’s consolidated financial statements, and neither a written report was provided to SU Group nor oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by SU Group in reaching a decision as to the accounting, auditing or financial reporting issue; nor (ii) any matter that was either the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Letter from Marcum Asia CPAs LLP, dated July 16, 2026

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
Date: July 16, 2026	By:	/s/ Chan Ming Dave
		Chan Ming Dave
		Chief Executive Officer

3

Exhibit 99.1

 

FORM 6-K ATTACHMENT - CHANGE OF ACCOUNTANTS’ LETTER

July 16, 2026

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by SU Group Holdings Limited in its Form 6-K dated July 16, 2026. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of SU Group Holdings Limited contained therein.

Very truly yours,

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 2.6 KB