Business Context and Reporting Period
Company: SU Group Holdings Ltd
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: August 21, 2026
Subject: Amendment of outstanding purchase warrants issued in connection with the Company's public offering completed on May 13, 2026.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments regarding outstanding warrants.
| Metric | Value |
|---|---|
| Original Warrant Exercise Price | US$5.50 per share |
| Pre-Amendment Exercise Price (Post-Split) | US$4.35 per share |
| New Exercise Price (Post-Amendment) | US$0.70 per share |
| Pre-Amendment Warrant Shares | 34,370,035 |
| New Warrant Shares (Adjusted) | Approx. 42,717,043.50 |
| Aggregate Potential Cash Proceeds | Approx. US$29,901,930.45 |
Material Changes Versus Prior Period
- Exercise Price Reduction: The exercise price and exercise price floor were reduced from US$0.87 (pre-consolidation equivalent) to US$0.70 per Class A ordinary share.
- Share Count Adjustment: The number of warrant shares was increased from 34,370,035 to approximately 42,717,043.50 to preserve the aggregate economic value of the potential exercise proceeds.
- Reverse Split Impact: A 1-for-5 reverse share split effective August 6, 2026, had previously adjusted the exercise price to US$4.35 and proportionately adjusted the share count prior to this amendment.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors approved the amendments to consider capital requirements, market conditions, trading price/volume, and the opportunity to generate additional capital through warrant exercises while preserving aggregate proceeds.
Risks and Contingencies:
- Uncertainty of Exercise: There is no assurance that any holder will exercise the warrants or that the Company will receive proceeds.
- Registration Limitations: Warrants may not be exercisable to the extent that issuance would exceed registration coverage available under effective registration statements. Unexercisable shares remain outstanding until coverage becomes effective.
- Dilution: The increase in the number of warrant shares may result in potential dilution.
Investor Verification Checklist
- Verify the current trading price of Class A ordinary shares relative to the new US$0.70 exercise price.
- Confirm the status of the Company's effective registration statements to determine if the full 42.7 million adjusted shares are currently exercisable.
- Review the full text of Exhibit 4.1 (Form of Amendment to Purchase Warrant) for specific terms not detailed in the summary.
- Assess the potential dilution impact of the increased warrant share count on existing shareholders.