SUGP · SU Group Holdings Limited Ordinary Shares

SU Group Holdings Limited executed a registered public offering via its effective Form F-1 (File No. 333-291851), pricing 3,000,000 Units at $2.00 each for $6 million gross proceeds before deducting the 6.5% placement agent fee to WallachBeth Capital, LLC and up to $80,000 in reimbursable expenses. Each Unit bundles one Pre-Funded Warrant (nominal $0.0001 exercise price, pre-funded balance) and two standard Warrants (25-month term, $5.50 exercise price), providing investors immediate exercisability into Class A Ordinary Shares (par value HK$0.10). The transaction closed on May 13, 2026, with proceeds structured via escrow: $4 million released immediately and $2 million held pending resale registration statement effectiveness, ensuring compliance with registration rights obligations. This capital raise significantly bolsters liquidity for strategic M&A in the security services sector and working capital, potentially accelerating market expansion amid Hong Kong's infrastructure demands. Transaction documents including the Placement Agency Agreement (Exhibit 1.1), Securities Purchase Agreement (Exhibit 10.1), Registration Rights Agreement (Exhibit 10.2), and Escrow Agreement (Exhibit 10.3) formalize terms on a reasonable best-efforts basis with no underwriting commitment. Press releases confirm pricing (May 12) and closing (May 13), highlighting the offering's role in enhancing competitiveness.