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SU Group Holdings Limited is offering, on a best-efforts basis, up to 3,000,000 Units at US$2.00 per Unit. Each Unit consists of one pre-funded warrant exercisable for one Class A ordinary share (exercise price US$0.0001) and two warrants (each exercisable for one Class A ordinary share at an initial exercise price of US$5.50). The offering price per Unit nets US$1.87 to the company before expenses; aggregate proceeds at maximum subscription are shown as US$5,610,000. A portion of proceeds (the Upfront Amount) will be released at closing, while the remaining US$2,000,000 of net proceeds will be held in escrow and released no later than two trading days after a resale registration statement is declared effective.
The Warrants include nonstandard provisions (exercise-price adjustment protections, anti-dilution, automatic cashless exercise at expiration) and a beneficial-ownership exercise cap of 4.99% (electable up to 9.99%). The company remains a controlled company: the chairman/CEO will beneficially hold voting power of approximately 92.7% immediately after the offering. The Group reported total revenue of HK$192.4 million (US$24.7 million) for fiscal year ended September 30, 2025. This offering is on Nasdaq-traded Class A ordinary shares (symbol SUGP) and the Placement Agent will act on a reasonable best-efforts basis.
Group Holdings Limited (SU Group Holdings Limited) is offering up to 3,000,000 Units, each Unit consisting of one pre-funded warrant and two warrants, registering the Class A ordinary shares issuable upon exercise. The prospectus assumes a public offering price of US$5.00 per Unit and discloses aggregate assumed gross proceeds of US$15,000,000. 57.14% of aggregate gross proceeds will be released at closing with the remainder held in escrow until a resale registration statement is declared effective. The offering includes a beneficial ownership exercise cap of 4.99% (or, at holder election, 9.99%). The company is a Cayman Islands holding company operating through Hong Kong subsidiaries and highlights regulatory risks related to PRC/CSRC/CAC oversight and HFCAA/PCAOB inspection outcomes.
Group Holdings Limited filed a post-effective amendment to register up to 3,000,000 Units, each Unit consisting of one pre-funded warrant and two warrants, together with up to 3,000,000 Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants and up to 6,000,000 Class A ordinary shares issuable upon exercise of the Warrants. The Units are being offered on a best-efforts basis at an assumed price of US$5.00 per Unit and the offering contemplates an escrow arrangement under which 57.14% of aggregate gross proceeds will be released at closing and the remainder released after a resale registration statement is declared effective. The Warrants include nonstandard features and a beneficial ownership exercise cap of 4.99% (or up to 9.99% at holder election). The company’s Class A ordinary shares trade on Nasdaq under the symbol SUGP and closed at US$4.90 on April 13, 2026.
SU Group Holdings Ltd director Mark Allen Brisson has filed an initial Form 3 disclosing his equity holdings in the company. The filing shows 2,000 restricted Class A ordinary shares granted on December 9, 2024 under the company’s equity incentive plan.
The restricted shares vest in two equal tranches, contingent on his continued service or as otherwise provided in the award agreement: 1,000 shares vest on a date after completion of the company’s secondary offering as determined by the board, and 1,000 shares vest on December 9, 2026.
SU Group Holdings Ltd filed an initial ownership report showing director To Hoi Pan holds 2,000 Class A ordinary shares as restricted stock. These shares were granted on December 9, 2024 under the company’s 2024 Equity Incentive Plan.
According to the vesting schedule, 1,000 restricted shares will vest on a date after completion of the company’s secondary offering, as determined by the board of directors. The remaining 1,000 restricted shares are scheduled to vest on December 9, 2026, contingent on continued service or award terms.
SU Group Holdings Ltd director Tse Sui Man has filed an initial Form 3 detailing equity holdings in the company. The filing reports 2,000 restricted Class A Ordinary Shares granted on December 9, 2024 under the 2024 Equity Incentive Plan. These restricted shares vest in two equal tranches of 1,000 shares each, contingent on continued service: one tranche vests on a date after completion of the company’s secondary offering as determined by the board of directors, and the second tranche vests on December 9, 2026.
SU Group Holdings Limited is offering up to 3,000,000 Units, each consisting of one Pre-Funded Warrant and two Warrants. Each Unit is offered at an assumed public offering price of US$5.06, covering up to 3,000,000 Class A ordinary shares issuable upon exercise of the Pre-Funded Warrants and up to 6,000,000 Class A ordinary shares underlying the Warrants.
The Placement Agent is WallachBeth Capital, LLC on a best-efforts basis. The prospectus discloses an assumed aggregate offering of US$15,180,000, placement agent fees of US$986,700, and proceeds to the company before expenses of US$14,193,300. Exercise of the Pre-Funded Warrants is subject to a beneficial ownership cap of 4.99% (or up to 9.99% at holder election). The Warrants have a two-year term and include nonstandard adjustment and anti-dilution provisions. Risks described include governance concentration, PRC/Hong Kong regulatory uncertainty, and potential PCAOB/HFCAA inspection implications.
SU Group Holdings Ltd filed an initial ownership report for Chief Operating Officer Koo Lon Tien. The filing shows direct ownership of 42,070 Class A Ordinary Shares and discloses 6,000 Restricted Shares granted on December 9, 2024 under the 2024 Equity Incentive Plan.
The restricted shares vest in two equal tranches: 3,000 shares on a date after completion of the issuer’s secondary offering as determined by the board, and 3,000 shares on December 9, 2026, subject to continued service or the award terms.