As filed with the U.S. Securities and Exchange Commission on December 22, 2025 Registration No. 333-291851 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 7 Floor, The Rays No. 71 Hung To Road, Kwun Tong Kowloon, Hong Kong Telephone: +852 2341-8183 (Address and telephone number, ...

As filed with the U.S. Securities and Exchange Commission on November 28, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SU Group Holdings Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 7381 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial ...

Core Viewpoint - SU Group Holdings Limited will implement a 1-for-10 reverse stock split, increase its authorized share capital, and alter its share capital structure, effective August 25, 2025, to comply with Nasdaq listing requirements [1][3]. Share Consolidation - The reverse stock split will consolidate every ten ordinary shares into one, changing the par value from HK$0.01 to HK$0.10 [2][4]. - The number of issued and outstanding ordinary shares will decrease from approximately 13,847,500 to about 1,384,750 [4]. - The new CUSIP number assigned due to the consolidation is G8552M117 [2]. Share Capital Increase - The authorized share capital will increase from HK$7,500,000 (75,000,000 shares) to HK$75,000,000 (750,000,000 shares) [6]. Share Capital Alteration - The share capital alteration will re-designate the authorized share capital into 749,098,320 Class A ordinary shares and 901,680 Class B ordinary shares [7]. - The voting power of Mr. Chan Ming Dave, the Company's chairman, will increase from approximately 65.84% to 98.96% due to the new share structure [8]. Additional Information - Outstanding stock options and other convertible securities will be adjusted based on the 1-for-10 ratio [9]. - The trading of Class A Ordinary Shares on Nasdaq is expected to continue without disruption [9]. - SU Group provides integrated security-related engineering services, including threat detection and traffic control systems, primarily in Hong Kong [10].

Core Viewpoint - SU Group Holdings Limited is currently not in compliance with Nasdaq's minimum bid price requirement due to its ordinary shares closing below $1.00 for 30 consecutive business days, but it has a compliance period of 180 days to regain compliance [1][2]. Company Overview - SU Group Holdings Limited is an integrated security-related services company based in Hong Kong, providing security-related engineering services, security guarding, screening services, and vocational training services [3]. - The company has over two decades of experience in delivering turnkey services for security systems, including threat detection, traffic control, and extra-low voltage systems across various sectors in Hong Kong [3]. Compliance and Future Actions - The company has a compliance period until September 16, 2025, to meet the minimum bid price requirement, and if the closing bid price reaches at least $1.00 for 10 consecutive business days, Nasdaq will confirm compliance [1]. - The company intends to monitor its share price and may consider options such as a reverse stock split to regain compliance with Nasdaq's requirements [2].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Translation of Registrant's name into English) __________________________________________ As filed with the U.S. Securities and Exchange Commission on November 22, 2023 Registration No. 333- | Cayman Islands | 7381 | Not Applicable | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | _________ ...