SU Group agrees HK$5.6M deal for KM Safety

Rhea-AI Filing Summary

SU Group Holdings Limited (SUGP) has agreed to a proposed bolt‑on acquisition, signing a sale and purchase agreement for its wholly owned subsidiary to acquire 100% of KM Safety Solution Company Limited for HK$5,616,000 (about US$721,000), payable in cash at completion. Completion is conditional on satisfactory due diligence and receipt of required consents and approvals, and the agreement will terminate if these are not satisfied or waived by October 31, 2026, so there is no assurance the deal will close.

KM provides safety solutions and consultancy services and holds rights under a 24‑month distribution agreement, starting July 22, 2026, to market, sell and distribute intelligent emergency lighting control products in Hong Kong. SU Group states that this acquisition is intended to expand its technology‑enabled safety and security offerings and to complement its existing security‑related engineering capabilities.

Filing Explained

This Form 6-K is an interim report that incorporates the September 15 acquisition press release by reference into SU Group’s Form F-3 registration statement, adding the disclosure to that registration statement without changing the acquisition’s proposed, conditional completion state.

Key Figures

Aggregate consideration: HK$5,616,000 US dollar equivalent: US$721,000 Exchange rate: HK$7.78 per US$1.00 +3 more

6 metrics

Aggregate consideration HK$5,616,000 Cash purchase price for 100% of KM Safety Solution Company Limited

US dollar equivalent US$721,000 Approximate value of the HK$5,616,000 consideration using stated exchange rate

Exchange rate HK$7.78 per US$1.00 Rate used to translate the acquisition consideration into US dollars

Completion deadline October 31, 2026 Date by which conditions must be satisfied or waived or the agreement terminates

Distribution agreement term 24 months Duration of KM’s distribution agreement starting July 22, 2026

Distribution start date July 22, 2026 Commencement of KM’s rights to market and distribute emergency lighting control products in Hong Kong

Key Terms

sale and purchase agreement, distribution agreement, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

sale and purchase agreement financial

"entered into a sale and purchase agreement with Lead New Limited"

A sale and purchase agreement is a binding written contract that sets out the exact terms under which one party sells and another buys assets or a business, much like the detailed receipt and instructions you get when buying a house. It matters to investors because it defines the price, what is included, payment timing, and any promises or protections — all of which determine future cash flows, risk, and the value of the companies involved.

distribution agreement financial

"under a distribution agreement with a third party, which runs for a period"

A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.

forward-looking statements regulatory

"The Company makes forward-looking statements in this press release"

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.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995"

Registration Statement on Form F-3 regulatory

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

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

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

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

SU Group Holdings announced a proposed acquisition of 100% of the equity interests in KM Safety Solution Company Limited through its wholly owned subsidiary under a sale and purchase agreement with Lead New Limited.

What is the purchase price for KM Safety Solution in SU Group’s (SUGP) deal?

The aggregate consideration for the KM Safety Solution acquisition is HK$5,616,000, approximately US$721,000 based on an exchange rate of HK$7.78 to US$1.00, payable in cash at completion.

What conditions must be met for SU Group’s (SUGP) KM acquisition to close?

Completion is subject to the purchaser’s satisfaction with due diligence on KM and the receipt of required consents and approvals. If these are not satisfied or waived on or before October 31, 2026, the agreement will terminate.

What business does KM Safety Solution operate in, according to SU Group (SUGP)?

KM Safety Solution provides safety solutions and related consultancy services and holds rights to market, sell and distribute intelligent emergency lighting control products in Hong Kong under a 24‑month distribution agreement starting July 22, 2026.

How does SU Group (SUGP) expect the KM acquisition to fit its strategy?

SU Group states the proposed acquisition is intended to expand its technology-enabled safety and security offerings, and it believes KM’s business and distribution rights may complement its existing security-related engineering capabilities and support more integrated solutions.

Is SU Group (SUGP) guaranteeing that the KM acquisition will be completed?

No. SU Group explicitly notes there can be no assurance that the proposed acquisition will be completed, due to the conditions that must be satisfied or waived before October 31, 2026.

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

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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 September 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. 333-282687), 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 September 15, 2026 – SU Group Holdings Limited Announces Proposed Acquisition of KM Safety Solution Company Limited

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: September 15, 2026	By:	/s/ Chan Ming Dave
		Chan Ming Dave
		Chief Executive Officer

Exhibit 99.1 

 

SU Group Holdings Limited Announces Proposed Acquisition of KM Safety Solution Company Limited

HONG KONG, September 15, 2026 – SU Group Holdings Limited (Nasdaq: SUGP) (the “Company” or “SU Group”) today announced that SU Group Investment Limited, a wholly owned subsidiary of the Company (the “Purchaser”), has entered into a sale and purchase agreement with Lead New Limited (the “Seller”) to acquire 100% of the equity interests in KM Safety Solution Company Limited (“KM”) (the “Proposed Acquisition”).

The aggregate consideration for the Proposed Acquisition is HK$5,616,000 (approximately US$721,000, based on an exchange rate of HK$7.78 to US$1.00), payable in cash at completion. Completion is subject to conditions, including the Purchaser’s satisfaction with its due diligence review of KM and the receipt of required consents and approvals. If those conditions are not satisfied or waived on or before October 31, 2026, the agreement will terminate in accordance with its terms. There can be no assurance that the Proposed Acquisition will be completed.

KM provides safety solutions and related consultancy services. KM also holds rights to market, sell and distribute intelligent emergency lighting control products in Hong Kong under a distribution agreement with a third party, which runs for a period of 24 months commencing July 22, 2026.

The Proposed Acquisition is intended to expand SU Group’s technology-enabled safety and security offerings. The Company believes KM’s business and distribution rights may complement SU Group’s existing security-related engineering capabilities and support the delivery of more integrated solutions to customers.

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 press release 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 completion of the Proposed Acquisition, 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 press release 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 9.1 KB