6-K
SU Group Holdings Ltd (SUGP)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUERPURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIESEXCHANGE ACT OF 1934
For the month of October 2025
Commission File Number: 001-41927
SU Group Holdings Limited
(Exact name of registrantas specified in its charter)
7^th^ Floor,The RaysNo. 71 Hung To Road, Kwun TongKowloon, 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 MinimumPublicly 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 thePress 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.
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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 |
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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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Exhibit 99.1
SU Group Holdings Regains Compliance with Nasdaq
Minimum Publicly Held Shares and Minimum BidRequirements
HONG KONG, October 2, 2025 – SU Group Holdings Limited (Nasdaq: SUGP) (“SU Group” or the “Company”), an integrated security-related engineering services company in Hong Kong, today announced that on October 1, 2025, it received notification from The Nasdaq Stock Market LLC (“Nasdaq”) confirming the Company has regained compliance with the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2), and the publicly held shares requirement in Nasdaq Listing Rule 5550(a)(4). Accordingly, the hearing before the Hearings Panel scheduled to take place on October 21, 2025, has been cancelled due to mootness. As this matter is now closed the Company’s ordinary shares will continue to trade uninterrupted on Nasdaq under the ticker “SUGP”.
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 relate to expectations or forecasts for future events. 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, including the Company’s ability to submit a plan to regain compliance satisfactory to Nasdaq and the Panel; the Company’s ability to evidence that it has a minimum of 500,000 publicly held shares and a minimum bid price of at least $1 per share; and other risks and uncertainties set forth in our reports filed with the 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