SU Group (Nasdaq: SUGP) closes $6M public unit-and-warrant deal

Rhea-AI Filing Summary

SU Group Holdings Limited completed a $6 million public offering of 3,000,000 Units at $2.00 per Unit. Each Unit includes one pre-funded warrant for one Class A ordinary share and two 25‑month warrants, each exercisable for one share at $5.50.

The offering was conducted under an effective Form F-1 registration statement and has now closed. A portion of the proceeds will be held in escrow until up to two trading days after a resale registration statement covering the warrant shares becomes effective. SU Group plans to use the net proceeds for strategic acquisitions, investment opportunities in the security services industry, and general working capital.

Insights

Capital markets analyst

SU Group raises $6M via Units with attached warrants to fund growth.

SU Group Holdings Limited completed a public offering of 3,000,000 Units for aggregate gross proceeds of $6 million. Each Unit bundles a pre-funded warrant plus two 25‑month warrants exercisable at $5.50 per Class A ordinary share, creating potential future share issuance if exercised.

A portion of the proceeds will be held in escrow under an agreement with WallachBeth Capital and an escrow agent, to be released no later than two trading days after the resale registration statement is declared effective. The company states it intends to allocate net proceeds to strategic acquisitions, investment opportunities in the security services industry, and general working capital, so the ultimate impact will depend on how effectively those funds are deployed.

Key Figures

Gross proceeds: $6 million Units offered: 3,000,000 Units Unit price: $2.00 per Unit +3 more

6 metrics

Gross proceeds $6 million Aggregate gross proceeds from public offering

Units offered 3,000,000 Units Total Units sold in offering

Unit price $2.00 per Unit Public offering price per Unit

Warrant exercise price $5.50 per share Exercise price for each Warrant share

Warrant term 25 months Term of each Warrant included in the Units

Registration form Form F-1 (File No. 333-291851) SEC registration statement used for offering

Key Terms

Pre-Funded Warrant, Warrants, Registration Rights Agreement, Resale Registration Statement, +2 more

6 terms

Pre-Funded Warrant financial

"each Unit consisting of (i) one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one Class A ordinary share"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Warrants financial

"two warrants with a twenty-five-month term, each warrant to purchase one Class A ordinary share"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Registration Rights Agreement regulatory

"a registration rights agreement dated May 13, 2026 (the “Registration Rights Agreement”) with the investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Resale Registration Statement regulatory

"file a resale registration statement (the “Resale Registration Statement”), subsequent to the Offering"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Escrow Agreement financial

"an escrow agreement dated May 12, 2026 (the “Escrow Agreement”) with the Placement Agent"

An escrow agreement is a contract that names a neutral third party to hold money, documents, or assets in a secure “safe” until specific conditions are met by the parties involved. For investors, it reduces risk by ensuring that payments, stock transfers, or regulatory approvals only occur when agreed milestones are satisfied, protecting buyers and sellers and making deals more reliable and predictable.

Form F-1 regulatory

"pursuant to a registration statement, as amended, on Form F-1 (File No. 333-291851)"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

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 May 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 ☐

Entry into a Material Definitive Agreement.

On May 11, 2026, SU Group Holdings Limited (the “Company”) entered into a placement agency agreement (the “PA Agreement”) with WallachBeth Capital, LLC, as placement agent (“Placement Agent”), in connection with issuance and sale by the Company (the “Offering”) of 3,000,000 Units (“Units”), each Unit consisting of (i) one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one Class A ordinary share, par value HK$0.10 per share (“Class A ordinary share”), and (ii) two warrants with a twenty-five-month term, each warrant to purchase one Class A ordinary share (the “Warrants”) at a public offering price of $2.00 per Unit. Each of the Warrants will be immediately exercisable, subject to beneficial ownership limitations, for one Class A ordinary share at an initial exercise price of US$5.50 per share, subject to adjustments. The Offering closed on May 13, 2026.

The material terms of the Offering are described in the final prospectus, dated May 11, 2026 (the “Final Prospectus”), as filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) on May 12, 2026. The Offering was conducted pursuant to a registration statement, as amended, on Form F-1 (File No. 333-291851), initially filed by the Company under the Securities Act with the SEC on November 28, 2025, as amended, and declared effective on May 4, 2026 (the “Registration Statement”).

In connection with the Offering, the Company entered into (i) a securities purchase agreement dated May 11, 2026 (the “Securities Purchase Agreement”) with certain investors, at the investor’s option, who purchased Units in the Offering, (ii) a registration rights agreement dated May 13, 2026 (the “Registration Rights Agreement”) with the investors in the Offering, pursuant to which the Company will be obligated to file a resale registration statement (the “Resale Registration Statement”), subsequent to the Offering, covering the Class A ordinary shares underlying the Warrants and the Pre-Funded Warrants that are not covered by the Registration Statement and (iii) an escrow agreement dated May 12, 2026 (the “Escrow Agreement”) with the Placement Agent and Continental Stock Transfer & Trust Company, as escrow agent, pursuant to which, a portion of the proceeds of the Offering will be held in escrow and not released to the Company until no later than two trading days after the Resale Registration Statement is declared effective by the SEC.

As described in the Final Prospectus, the Company intends to use the net proceeds from the Offering (i) to pursue strategic acquisitions and investment opportunities to strengthen our market position and further enhance our competitiveness in the security services industry and (ii) for general working capital purposes.

Copies of the form of the PA Agreement, form of the Pre-funded Warrants, form of the Warrants, form of the Securities Purchase Agreement, form of the Registration Rights Agreement and form of the Escrow Agreement are attached hereto as Exhibits 1.1, 4.1, 4.2, 10.1, 10.2 and 10.3, respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents.

In connection with the Offering, the Company issued press releases announcing the pricing and closing of the Offering on May 11, 2026 and May 13, 2026, respectively. Copies of the press releases are attached hereto as Exhibits 99.1 and Exhibit 99.2 and are incorporated by reference herein.

Exhibits.

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Form of Placement Agency Agreement
4.1		Form of Pre-funded Warrant
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of Escrow Agreement
99.1		Press Release, dated May 11, 2026
99.2		Press Release, dated May 13, 2026

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: May 13, 2026	By:	/s/ Chan Ming Dave
		Chan Ming Dave
		Chief Executive Officer

 Exhibit 99.1

 

SU Group Announces Pricing of $6 Million Public Offering

HONG KONG, May 12, 2026 /PRNewswire/ -- SU Group Holdings Limited (Nasdaq: SUGP) ("SU Group" or the "Company"), an integrated security-related engineering services company in Hong Kong, today announced that it has priced a public offering of securities as described below for aggregate gross proceeds to the Company of $6 million, before deducting agent fees and other estimated expenses payable by the company.

The offering consists of 3,000,000 Units (“Units”), each Unit consisting of (i) one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one Class A ordinary share (“Class A ordinary share”), and (ii) two warrants with a twenty-five-month term, each warrant to purchase one Class A ordinary share (the “Warrants”).

We are offering each Unit at an assumed public offering price of US$2.00 per Unit. Each of the Warrants will be immediately exercisable for one Class A ordinary share at an exercise price of US$5.50 per share.

The closing of the offering is expected to occur on or about May 13, 2026, subject to the satisfaction of customary closing conditions.

WallachBeth Capital, LLC is acting as sole placement agent for the offering. Nauth LPC is acting as US securities counsel to the Company and Hunter Taubman Fischer & Li LLC is acting as US securities counsel to Wallachbeth Capital, LLC.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The securities described above are being offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-291851), as amended and supplemented by post-effective amendments, previously filed and declared effective by the U.S. Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. The offering is being made only by means of a preliminary prospectus and final prospectus that will form a part of the registration statement. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplements may be obtained, when available, from WallachBeth Capital, LLC, via email at cap-mkts@wallachbeth.com, by calling +1 (646) 237-8585, or by standard mail at WallachBeth Capital LLC, Attn: Capital Markets, 185 Hudson St., Suite 1410, Jersey City, NJ 07311, USA.

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 closing of the offering, 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. 

Exhibit 99.2

 

SU Group Announces Closing of $6 Million Public Offering

HONG KONG, May 13, 2026 /PRNewswire/ -- SU Group Holdings Limited (Nasdaq: SUGP) ("SU Group" or the "Company"), an integrated security-related engineering services company in Hong Kong, today announced the closing of its public offering of securities as described below for aggregate gross proceeds to the Company of $6 million, before deducting agent fees and other estimated expenses payable by the company.

The offering consists of 3,000,000 Units (“Units”), each Unit consisting of (i) one pre-funded warrant (a “Pre-Funded Warrant”) to purchase one Class A ordinary share (“Class A ordinary share”), and (ii) two warrants with a twenty-five-month term, each warrant to purchase one Class A ordinary share (the “Warrants”).

We offered each Unit at a public offering price of US$2.00 per Unit. Each of the Warrants will be immediately exercisable for one Class A ordinary share at an exercise price of US$5.50 per share.

The Company filed a final prospectus relating to the offering with the U.S. Securities and Exchange Commission on May 12, 2026, which describes, among other things, the number and terms of the securities sold in the offering.

In connection with this offering, the Company entered into a registration rights agreement with the investors in this offering, pursuant to which the Company will be obligated to file a resale registration statement, subsequent to this offering, covering the Class A ordinary shares underlying the Warrants and the Pre-Funded Warrants that are not covered by the registration statement.

In connection with this offering, the Company entered into an escrow agreement with WallachBeth Capital, LLC and Continental Stock Transfer & Trust Company, as escrow agent. Pursuant to the escrow agreement a portion of the proceeds of this offering will be held in escrow and not released to the Company until no later than two trading days after the resale registration statement is declared effective by the U.S. Securities and Exchange Commission.

The Company intends to use the net proceeds of the offering (i) to pursue strategic acquisitions and investment opportunities to strengthen our market position and further enhance our competitiveness in the security services industry and (ii) for general working capital purposes.

WallachBeth Capital, LLC acted as sole placement agent for the offering. Nauth LPC acted as US securities counsel to the Company and Hunter Taubman Fischer & Li LLC acted as US securities counsel to Wallachbeth Capital, LLC.

Before you invest, you should read the prospectus and other documents the Company has filed or will file with the U.S. Securities and Exchange Commission for more complete information about the Company and the Offering. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Company’s securities, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from registration, nor shall there be any offer, solicitation or sale of any of the Company’s securities in any state or jurisdiction in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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 closing of the offering, 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.

FAQ

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

SU Group Holdings completed a public offering of 3,000,000 Units for gross proceeds of $6 million. Each Unit includes pre-funded warrants and additional warrants, and the company outlined how it plans to use the net proceeds.

How is the $6 million SU Group (SUGP) offering structured?

The offering consists of 3,000,000 Units at $2.00 per Unit. Each Unit includes one pre-funded warrant for a Class A ordinary share and two 25‑month warrants, each exercisable for one Class A ordinary share at $5.50.

What will SU Group Holdings (SUGP) use the offering proceeds for?

SU Group intends to use net proceeds to pursue strategic acquisitions and investment opportunities in the security services industry and for general working capital. This aligns the capital raise with growth initiatives and day-to-day funding needs.

Why are some SU Group (SUGP) offering proceeds held in escrow?

Under an escrow agreement, a portion of the offering proceeds will be held in escrow and released no later than two trading days after a resale registration statement becomes effective, adding a regulatory milestone before full cash access.

What are the terms of the SU Group (SUGP) warrants in this deal?

Each Unit includes two warrants with a twenty-five-month term, each immediately exercisable for one Class A ordinary share at an exercise price of $5.50. Pre-funded warrants in the Units also allow purchase of one Class A ordinary share each.

Which SEC registration did SU Group (SUGP) use for this offering?

The securities were offered under a Form F-1 registration statement (File No. 333-291851), which was declared effective by the SEC. A final prospectus describing the number and terms of the securities was filed on May 12, 2026.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 9.2 KB
• EX-99.2 EXHIBIT 99,2 10.1 KB

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 205.0 KB
• EX-10.2 EXHIBIT 10.2 180.0 KB
• EX-10.3 EXHIBIT 10.3 118.6 KB

Other Documents

• EX-1.1 EXHIBIT 1.1 150.0 KB
• EX-4.1 EXHIBIT 4.1 959 B
• EX-4.2 EXHIBIT 4.2 115.7 KB