SU Group Holdings Limited (NASDAQ: SUGP), a Hong Kong provider of security engineering, guarding, screening and vocational training services, said on August 20, 2026 that Nasdaq had confirmed in writing that it has regained compliance with the minimum bid price requirement in Nasdaq Listing Rule 5550(a)(2) and is in compliance with the Nasdaq Capital Market’s listing requirements. Its Class A ordinary shares continue to trade under the symbol SUGP.

The announcement is four sentences long. What sits behind it is a delisting determination issued seventeen days earlier and a second reverse stock split inside twelve months.

The determination that came without a cure period

On August 3, 2026 the company received a written determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying it that Nasdaq had determined to delist the Class A ordinary shares unless the company timely requested a hearing before a Nasdaq Hearings Panel. The trigger was a closing bid price below $1.00 per share for 30 consecutive business days, from June 18, 2026 through July 31, 2026.

The unusual part is what did not follow. An issuer failing the bid price test normally receives a compliance period. SU Group did not, because it had effected a one-for-ten share consolidation on August 25, 2025. Nasdaq Listing Rule 5810©(3)(A)(iv) makes a company that has done a reverse stock split in the prior period ineligible for the compliance period, so the staff moved straight to a delisting determination, subject to appeal.

The company said it intended to request a hearing under Nasdaq Listing Rule 5815(a), which stays both the suspension of trading and the filing of a Form 25-NSE pending the panel’s decision, and noted that if compliance were regained before the hearing it might not be necessary to proceed to the panel. That is what happened.

The mechanism that raised the quoted price

On August 4, 2026 the company announced a 1-for-5 reverse stock split of its Class A ordinary shares, par value HK$0.000001 per share, approved by the board and by written resolution of the majority shareholders on July 23, 2026. Every five Class A ordinary shares were combined into one share with a par value of HK$0.000005. The consolidation became effective at 12:01 a.m. Eastern Time on August 6, 2026, with post-split trading from the market open that day, the symbol unchanged and a new CUSIP number assigned.

The share count fell from approximately 7,124,092 to approximately 1,424,819. No fractional shares were issued. Two weeks later Nasdaq confirmed compliance had been regained.

The rule the company ran into

The ineligibility provision is recent, and its scope was widened not long before SU Group met it. In an order dated January 2025 and published in the Federal Register on January 23, 2025, the Commission approved a Nasdaq proposal to amend Rule 5810©(3)(A)(iv) so that a company failing the bid price requirement that has effected a reverse stock split over the prior one-year period is not eligible for any compliance period, and the Listing Qualifications Department must issue a delisting determination. Nasdaq stated that the change applies even where the company was in compliance with the bid price requirement at the time of its earlier reverse split.

Before that amendment, the same provision was drawn far more narrowly, catching only companies that had carried out reverse splits over the prior two-year period with a cumulative ratio of 250 shares or more to one. The same rulemaking also covers a separate trigger, a closing bid price of $0.10 or less for 10 consecutive trading days during a bid price compliance period, and Nasdaq’s view that two consecutive compliance periods totalling 360 days is sufficient time for an issuer to cure a bid price deficiency.

The business underneath the share count

The most recent annual report on Form 20-F covers the fiscal year ended September 30, 2025 and shows revenue growth alongside a loss. Revenues were HK$163.7 million in fiscal 2023, HK$182.2 million in fiscal 2024 and HK$192.4 million, stated as US$24.7 million, in fiscal 2025. The company recorded net income of HK$9.8 million and HK$10.7 million in the first two of those years and a net loss of HK$18.5 million, stated as US$2.4 million, in fiscal 2025. Finance costs were small across the period, HK$0.1 million, HK$0.2 million and HK$0.1 million, and the company reported no outstanding bank borrowings as of the date of the annual report.

The same report identifies material weaknesses in internal control over financial reporting as of and for the fiscal year ended September 30, 2025, including a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting requirements. There has also been a change of auditor. On July 6, 2026 the audit committee dismissed Marcum Asia CPAs LLP and appointed Guangdong Prouden CPAs GP, effective July 8, 2026. The filing states that the Marcum Asia reports on the fiscal 2025 and 2024 financial statements were not qualified or modified and that there were no disagreements with the former auditor.

Analysis: compliance restored, without any change in what the shares represent

A reverse split multiplies the quoted price and divides the count. It moves no cash, changes no contract and alters no claim on the business. The compliance the company regained on August 20 was produced by combining every five shares into one, which is why the outcome was arithmetically predictable once the ratio was set against the pre-split price. Nasdaq’s confirmation records that the price test is met. It does not speak to the underlying valuation, which is the reason the exchange wrote the ineligibility rule in the first place.

The sequence also shows why the widened rule bites. The August 25, 2025 consolidation was a one-for-ten. Under the pre-amendment text, a single ten-to-one split would have been nowhere near the 250-to-one cumulative threshold, and the company would have received a standard compliance period in August 2026 rather than a delisting determination. Under the amended text, one split inside a year is enough, and the appeal route becomes the only route. SU Group has now used two consolidations within roughly twelve months, at a combined ratio of fifty to one on the original shares, and the second of those has itself started a new one-year clock under the same provision.

Approximately 1,424,819 Class A ordinary shares were outstanding after the consolidation. Other continued listing standards, including those that measure market value of listed securities and the number of public holders, are calculated on that count and are not addressed in this announcement.

The disclosures worth watching are the first set of financial statements audited by the new firm, the remediation status of the identified material weaknesses, and the closing bid price over the coming quarters, since a further failure of the bid price test within one year of August 6, 2026 would again fall under Nasdaq Rule 5810©(3)(A)(iv).