Share Repurchase and Stock Issuance - For the year ended December 31, 2025, the company repurchased 8,718,562 shares of Common Stock for $18.9 million, completing the original $2.0 million authorization and utilizing $16.9 million of the new $50.0 million program approved by the Board[301]. - The company completed a Private Placement on July 31, 2025, issuing 75,881,625 shares of Common Stock at $5.42 per share, resulting in cash proceeds of $258,998,851 and approximately $191,001,099 in digital assets[436]. - The company has authorized the issuance of incentives relating to 900,000 shares under its 2022 Stock Incentive Plan, with 870,000 shares already issued as of December 31, 2025[445]. - The company issued warrants to purchase 3,113,468 shares of Common Stock to the Sui Foundation, with exercise prices ranging from $5.42 to $7.046 per share, vesting over a 24-month period[437]. - As of December 31, 2025, a total of 3,050,523 shares of Common Stock had been issued upon the exercise of Pre-Funded Warrants, with 4,093,682 Pre-Funded Warrants remaining outstanding[439]. - The company had 7,887,456 warrants outstanding as of December 31, 2025, with a weighted average exercise price of $5.95[453]. Financial Performance - Total revenues for the year ended December 31, 2025, were $3.9 million, an increase of 18% from $3.3 million in 2024[321]. - The company reported a net loss of $264,953,075 for the year ended December 31, 2025, compared to a net income of $1,167,726 in 2024, indicating a significant decline in profitability[362]. - The basic earnings per share for the year ended December 31, 2025, was $(6.59), compared to $0.18 for the year ended December 31, 2024[455]. - Operating expenses totaled $267.9 million in 2025, a significant increase from $1.7 million in 2024, largely due to unrealized losses on digital assets[323]. - The company recognized an unrealized loss of $253.6 million on digital assets in 2025, compared to no unrealized loss in 2024[332]. Digital Assets and Investments - As of December 31, 2025, the company held 105 million SUI tokens valued at $147.4 million, equating to approximately 1.34 SUI per share of Common Stock and Pre-Funded Warrants outstanding[302]. - The company established a digital asset treasury strategy, acquiring approximately 44 million SUI tokens at a discounted price equal to 85% of the twenty-four-hour time-weighted average price on July 31, 2025[306]. - The company entered into a digital currency loan agreement with Galaxy Digital LLC, lending 961,550 SUI tokens at a fee of 4.5% per annum[307]. - The company reported a net portfolio investment at amortized cost of $17.5 million, with commercial business loans comprising 57.3% of the portfolio[316]. - Digital asset loan receivables at fair value amounted to $1,305,342 as of December 31, 2025, compared to $0 in 2024, indicating the company's entry into digital lending[360]. - The fair value of the Company's portfolio investments as of December 31, 2025, was $14,613,844, with $3,413,975 classified under Level 3[431]. Cash Flow and Liquidity - Cash and cash equivalents increased to $21.9 million as of December 31, 2025, up from $6.0 million in 2024[338]. - Net cash used in operating activities was $8.2 million for 2025, compared to $5.7 million provided in 2024[334]. - Net cash used in investing activities was $195.5 million in 2025, primarily for purchases of SUI tokens[335]. - Net cash provided in financing activities was $219.5 million in 2025, related to proceeds from a Private Placement[336]. - As of December 31, 2025, approximately 99% of SUI holdings are staked, which may limit liquidity access[339]. Accounting and Taxation - The Company has adopted ASU 2023-08 for digital assets, accounting for them under ASC 350, with fair value changes recognized in net income[378]. - The effective income tax rate for the year ended December 31, 2025, was (0.28%), primarily due to state taxes and the application of a valuation allowance against deferred tax assets[465]. - As of December 31, 2025, the company had a net deferred tax asset of $0, down from $770,000 in 2024[467]. - The company concluded that it is more likely than not that its deferred tax assets will not be realized due to insufficient positive evidence[468]. Strategic Developments - The company’s strategy aims to maximize the value of SUI per share and support the growth of the Sui ecosystem through scalable and transparent value creation strategies[299]. - The company continues to monitor developments in the Sui ecosystem, which are expected to support the intrinsic value of its SUI holdings[312]. - The Company began SUI staking activities in August 2025, intending for staking to become a primary revenue generation strategy in the upcoming fiscal year[404]. - The company changed its name to Sui Group Holdings Limited on August 26, 2025, reflecting a strategic shift towards digital assets[368].

Financial Results Announcement - Sui Group Holdings Limited announced its results for the quarter ended December 31, 2025, on February 26, 2026[4] - The press release containing the financial results is available as Exhibit 99.1[4] Information Disclosure - The company utilizes various means to disclose material information, including SEC filings and public conference calls[6]

Financial Performance - Total revenues for the three months ended September 30, 2025, were $1,013,945, a 43% increase compared to $711,022 for the same period in 2024 [124]. - Total revenues for the nine months ended September 30, 2025, were $2,740,006, representing a 13% increase from $2,432,318 in 2024 [136]. - Portfolio investment income decreased to $1,726,061, down 29% from $2,432,318 in the prior year, primarily due to a change in accounting presentation [140]. Operating Expenses - Operating expenses for the three months ended September 30, 2025, totaled $64,676,420, a significant increase from $121,739 in the same period in 2024, resulting in an operating loss of $(63,662,475) [124]. - Total operating expenses surged to $64,895,400, an increase of 8,581% compared to $747,535 in the previous year [137]. - Professional fees increased to $758,065, up 51% from $502,838 in the previous year, due to higher costs associated with a new strategy [141]. Cash Flow - Cash and cash equivalents as of September 30, 2025, were $42,700,411, an increase of $36,674,301 from December 31, 2024 [151]. - Net cash used in operating activities was $1,782,339 for the nine months ended September 30, 2025, compared to net cash provided of $1,248,783 in 2024 [148]. - Net cash used in investing activities was $250,229,041, primarily due to purchases related to the SUI strategy [149]. - Net cash provided in financing activities was $288,685,681, related to proceeds from a Private Placement and stock options [150]. Investment and Portfolio - The company made $8,247,139 in portfolio investment purchases during the nine months ended September 30, 2025, compared to $5,106,503 in the same period in 2024 [119]. - The portfolio composition as of September 30, 2025, included 43.1% in short-term non-banking loans and 49.6% in commercial business loans [120]. - The average portfolio loan rate increased to 20.5%, contributing to higher origination fees on current loan portfolio extensions [128]. Digital Assets and Staking - As of September 30, 2025, the company held 106 million SUI tokens valued at $344.5 million, equating to approximately $3.26 per token [107]. - The company generated approximately $1 million in staking rewards for the three months ended September 30, 2025, reflecting an annualized yield of 2.2% [125]. - SUI staking revenue generated approximately $1 million from 287,599 SUI tokens earned on 49,251,995 staked tokens, reflecting a staking yield of 2.2% [138]. - The unrealized loss on digital assets for the three months ended September 30, 2025, was $60,763,592, reflecting significant volatility in the market [134]. - Unrealized loss on digital assets amounted to $60,763,592, with a net unrealized loss after amortization of deferred income [146]. Treasury Strategy - The company’s treasury strategy is supported by an exclusive relationship with the Sui Foundation, positioning it uniquely in the market [106]. - Stock-based compensation for the three months ended September 30, 2025, amounted to $2,261,737, reflecting expenses related to a $450 million private placement [130].

Financial Performance - SUI Group Holdings Limited announced its results for the quarter ended September 30, 2025[6] - The company issued a press release on November 12, 2025, detailing its financial performance[6] Public Access - The press release is available on the company's investor relations website for public access[8]

As filed with the Securities and Exchange Commission on September 16, 2025. Registration No. 333-289201 With Copies to: UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________ | Minnesota | 6153 | 90-0316651 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indu ...

As filed with the Securities and Exchange Commission on September 5, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________ Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organization) (Primary Standard I ...

As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) ____________________ Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organization) (Primary Standard Ind ...

____________________ SUI GROUP HOLDINGS LIMITED As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) ____________________ | Minnesota | 6153 | 90-0316651 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Em ...

Core Viewpoint - Mill City Ventures III, Ltd. is undergoing a corporate rebrand to SUI Group Holdings Limited, with a new ticker symbol "SUIG" set to begin trading on August 26, 2025, reflecting its strategic focus on the SUI treasury strategy [1][2][3] Group 1: Corporate Rebranding - The rebranding aims to align the company's identity with its mission as a foundation-backed SUI treasury company [3] - The new ticker symbol "SUIG" will replace "MCVT" on the Nasdaq Capital Market and Cboe Global Markets [1][3] - No action is required from stockholders regarding the name or ticker symbol change [3] Group 2: Strategic Direction - SUI Group's strategy is centered on the Sui blockchain, providing institutional-grade exposure to the SUI digital asset [2][4] - The company emphasizes transparency, open communication, and community engagement as part of its alignment with the Sui Foundation's principles [2] - The SUI treasury strategy is designed for scale, transparency, and long-term value creation, positioning SUI Group as a leader in the blockchain space [4] Group 3: Future Operations - SUI Group plans to continue its specialty finance operations while executing its SUI treasury strategy [4] - The company aims to support the advancement and adoption of the Sui network through the long-term accumulation and activation of SUI [3]

Core Viewpoint - Mill City Ventures III, Ltd. has initiated options trading for its common stock on Cboe Global Markets, which is expected to enhance investor participation and liquidity while providing new risk management tools [1][2][3]. Company Overview - Mill City Ventures III, Ltd. is the only publicly traded company with an official relationship with the Sui Foundation, offering institutional-grade exposure to the SUI blockchain [4]. - The company is implementing an industry-first SUI treasury strategy aimed at creating a scalable, transparent digital asset treasury platform focused on long-term value [4]. - SUI's architecture is designed for mass adoption, supporting applications in finance, gaming, AI, and more [4]. Options Trading Details - The options trading for Mill City is available through the Options Clearing Corporation and adheres to the standard rules and regulations of the Nasdaq Capital Market and the OCC [3]. - The introduction of listed options includes a variety of expiration dates and strike prices, which is anticipated to broaden investor engagement and support liquidity [2][3]. Management Commentary - The Chief Investment Officer of Mill City highlighted that the commencement of options trading reflects the company's growth and the increasing recognition of its SUI treasury strategy in capital markets [3]. - This development is seen as a way to empower investors with more tools to engage with the company's innovative strategy [3].