荣志集团美股招股说明书(2026-06-22版)

SU Group Holdings Limited This prospectus relates to the resale, from time to time, by the selling shareholders named in this prospectus or their permittedtransferees (collectively, the “Selling Shareholders”) of up to 38,317,241 of our Class A ordinary shares (the “Resale Shares”) issuableupon the exercise of warrants (the “Warrants”) issued in our previously completed public offering. In connection with such previous public offering, we filed a registration statement on Form F-1 (File No. 333-291851) (the “PriorRegistration Statement”) registering the Warrants. The Prior Registration Statement also registered up to 6,000,000 Class A ordinaryshares issuable upon exercise of the Warrants. Pursuant to certain anti-dilution and other adjustment provisions contained in the Warrants, the number of Class A ordinary sharesissuable upon full exercise of the Warrants, without regard to any beneficial ownership limitations contained therein, could exceed thenumber of Class A ordinary shares initially registered for issuance under the Prior Registration Statement. Accordingly, pursuant to aregistration rights agreement we entered into in connection with the previous public offering, we agreed to file this registrationstatement covering the resale of additional Class A ordinary shares issuable upon exercise of the Warrants that were not covered by thePrior Registration Statement. This registration statement registers for resale, 120% of the maximum number of Class A ordinary sharesthat may be issuable upon exercise of the Warrants, based on the Initial Exercise Price Floor contained in the Warrants and calculatedas of the date of this prospectus. We are not selling any securities under this prospectus, and we will not receive proceeds from the sale of the Resale Shares by theSelling Shareholders, except with respect to amounts received by us upon exercise of the Warrants to the extent such Warrants areexercised for cash. We will pay the expenses of registering the Resale Shares offered by this prospectus, but all selling and other expenses incurred by theSelling Shareholders will be paid by the Selling Shareholders. The Selling Shareholders may sell the Resale Shares offered by thisprospectus from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through anyother means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Shareholders may sell ResaleShares will be determined by the prevailing market price for our Class A ordinary shares or in privately negotiated transactions. Our Class A ordinary shares trade on the Nasdaq Capital Market, under the symbol “SUGP.” On June 17, 2026, the closing tradingprice for our Class A ordinary shares, as reported on the Nasdaq Capital Market, was US$1.04 per Class A ordinary share. SU Group Holdings Limited is a “controlled company” within the meaning of the Nasdaq Stock Market Rules, due to the fact that Mr.Chan Ming Dave, the Chairman of our board of directors and our Chief Executive Officer, beneficially owns ordinary sharesrepresenting approximately 92.69% of the total voting power of our issued and outstanding ordinary shares, including in his own nameand via Exceptional Engineering Limited and DC & Partners Incorporation Limited. Both Exceptional Engineering Limited and DC &Partners Incorporation Limited are British Virgin Islands companies. Mr. Chan Ming Dave is the sole shareholder and holds the votingand dispositive power over the ordinary shares held by Exceptional Engineering Limited and Mr. Chan Ming Dave also wholly-ownsDC & Partners Incorporation Limited. As a “controlled company,” as defined under the Nasdaq Stock Market Rules, SU GroupHoldings Limited is permitted to elect to rely on certain exemptions from corporate governance rules. SU Group Holdings Limiteddoes not currently plan to rely on these exemptions, but may elect to do so in the future. SU Group Holdings Limited is not an operating company but an exempted company with limited liability incorporated under the lawsof the Cayman Islands. Investors in our securities are purchasing interests in a Cayman Islands holding company. SU Group HoldingsLimited directly holds equity interests in its indirect operating subsidiaries in Hong Kong and Macao and does not operate its businessthrough any variable interest entity (“VIE”). As of the date of this prospectus, SU Group Holdings Limited does not have anysubsidiaries incorporated in mainland China. As a holding company with no material operations of our own, our operations areconducted through our subsidiaries in Hong Kong with our headquarters in Hong Kong, and such structure involves unique risks toinvestors, as the PRC (as defined below) government may exercise significant influence and discretion over the conduct of ourbusiness and may intervene in or influence our operations at any time. Such governmental actions: ●could disallow our corporate structure;●could re