Core Insights - Mill City Ventures III, Ltd. has established itself as the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation, and aims to provide institutional-grade access to the SUI blockchain [2][7] - The company has scaled its total treasury holdings to approximately 81.9 million SUI as of August 10, 2025, and is currently staking all SUI in the treasury, earning about $26,000 per day [7][8] - Mill City reported a 64% increase in net assets resulting from operations for Q2 2025, amounting to approximately $677,000, or $0.11 per share, compared to $413,000, or $0.06 per share in Q2 2024 [10] Company Developments - The company launched the first publicly traded, Foundation-backed SUI treasury strategy on July 31, 2025, focusing on acquiring SUI tokens through various channels [1][2] - Mill City has raised $450 million in capital through a PIPE offering as of August 1, 2025, with Galaxy appointed as Asset Management to manage the SUI treasury [7][10] - The company plans to continue its existing commercial short-term non-bank lending and specialty finance business while executing its SUI treasury strategy [1][8] Industry Context - SUI is positioned as a next-generation Layer 1 blockchain designed for scalability, speed, and security, enabling decentralized applications across various sectors including finance and gaming [3][4] - The Sui Foundation is dedicated to the advancement and adoption of the SUI network, providing Mill City with insights and access to strategic network growth initiatives [2][7] - The architecture of SUI is designed to support mass market consumer applications in Web3, potentially transforming the global economy [4][6]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q __________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ___________________ Commission File Number 001-41472 __________________________ MILL CITY VENTURES III, L ...

Nasdaq-Listed Firm Raises $450M To Launch SUI TreasuryMill City Ventures III, a Nasdaq-listed specialty finance firm ($MCVT), announced a $450M private placement to launch a corporate SUI treasury strategy, with lead investments from London-based hedge fund Karatage and the Sui Foundation.As part of the deal, the Karatage founders will join Mill City’s leadership.The raise included backing from top crypto investors like Galaxy Digital and Pantera Capital.Source: The Block ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Minnesota 90-0316651 (State or other jurisdiction of incorporation or organization) FORM 10-Q __________________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________________ to ___________________ ...

Financial Performance - For the year ended December 31, 2024, the company earned $3,301,119 in interest income, a slight increase from $3,298,635 in 2023[102]. - The net investment gain for 2024 was $1,325,244, a substantial recovery from a net investment loss of $419,998 in 2023[109]. - The net increase in net assets resulting from operations for 2024 was $1,167,726, compared to a decrease of $1,165,506 in 2023, showing a positive shift in financial health[141]. - The net asset value per common share rose to $3.09 in 2024 from $2.91 in 2023, an increase of approximately 6.2%[139]. - The total investment return for 2024 was 6.19%, recovering from a loss of 7.27% in 2023[203]. - The net investment gain for 2024 was $0.21 per share, a recovery from a loss of $0.07 per share in 2023[203]. Operating Expenses - Total operating expenses decreased significantly to $1,975,875 in 2024 from $3,718,633 in 2023, primarily due to reduced legal, accounting, and payroll expenses[102][103]. - Operating expenses decreased to $1,975,875 in 2024 from $3,718,633 in 2023, a reduction of approximately 46.5%[141]. - Director's fees decreased to $300,000 in 2024 from $722,968 in 2023, reflecting the absence of stock-based compensation expenses[107]. - Interest expense dropped to $320 in 2024 from $78,000 in 2023 due to the termination of the line of credit arrangement[108]. - The ratio of operating expenses to average net assets improved to (10.23)% in 2024 from (19.94)% in 2023[203]. Cash Flow and Liquidity - Cash flows from operating activities improved dramatically to $5,650,086 in 2024, compared to a cash outflow of $1,137,617 in 2023[111]. - The company ended 2024 with cash of $6,026,110, a significant increase from $376,024 at the beginning of the year[111]. - The company reported a net cash provided by operating activities of $5,650,086 for 2024, a significant improvement from the net cash used of $1,137,617 in 2023[145]. - The company’s cash position improved significantly to $6,026,110 in 2024 from $376,024 in 2023, reflecting a substantial increase in liquidity[137]. Investments - The company made new investments totaling $5,665,526 in 2024 and refinanced investments amounting to $17,795,000[112]. - As of December 31, 2024, the company's investments at fair value totaled $13,006,231, down from $17,284,676 in 2023, reflecting a decrease of approximately 24.5%[127]. - Total investments as of December 31, 2024, amounted to $19,743,199, with total cash and cash equivalents at $6,026,110, representing 30.50% of total assets[148]. - The fair value of investments categorized as Level 3 was $13,006,231 as of December 31, 2024, with significant unobservable inputs used for valuation[130]. - The fair value of short-term non-banking loans was $13,006,231, accounting for 65.83% of total assets as of December 31, 2024[147]. - The fair value of short-term non-banking loans was $13,006,231, representing 96.7% of the total fair value of investments[182]. Assets and Liabilities - Total assets increased to $20,473,436 in 2024 from $19,106,697 in 2023, representing an increase of about 7.1%[137]. - The total liabilities increased to $715,447 in 2024 from $516,434 in 2023, an increase of approximately 38.5%[139]. - The company’s total assets as of December 31, 2024, were $19,743,199, reflecting a slight increase from the previous year[148]. - The company’s accumulated deficit as of December 31, 2024, was $(1,159,665), unchanged from 2023[145]. Tax and Deferred Tax - For the year ended December 31, 2024, the federal current tax provision was $325,172, compared to $83,402 for 2023, reflecting a significant increase of 290%[200]. - The company reported a net deferred tax asset of $770,000 as of December 31, 2024, an increase from $757,000 in 2023[202]. - The company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities for expected future tax consequences[167]. Stock and Compensation - The company recognized stock-based compensation expense for stock options on a straight-line basis over the requisite service period[175]. - The company recognized stock-based compensation expense of $1,460,209 for the year ended December 31, 2023[195]. - The company issued new executive employment agreements with a base salary increase to $220,000 per year for key executives[208]. - The weighted average exercise price of stock options outstanding as of December 31, 2024 was $2.11, with 670,000 options outstanding[195]. - The company issued incentives for 870,000 shares under the 2022 Stock Incentive Plan, leaving 30,000 shares available for issuance as of December 31, 2024[194]. Miscellaneous - The company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on the financial statements[177]. - The company maintains cash balances in financial institutions and regulated financial investment brokers, with excess deposits subject to usual banking risks[154]. - The estimated fair value of Level 3 investment assets is determined quarterly, generally valuing equity investments at cost unless circumstances warrant a different approach[161]. - The company held a promissory note with two shareholders amounting to $250,000, which was paid in full on September 26, 2024[201]. - The company entered into an amendment to its loan agreement extending the maturity date to March 28, 2027, with an increased interest rate of 20%[205].

Investment Performance - For the nine months ended September 30, 2024, the company made $5,106,503 in investment purchases and had $6,614,573 in redemptions and repayments, resulting in net investments at amortized cost of $17,208,066[85]. - The company's total investment income for the three months ended September 30, 2024, was $711,022, a decrease of 1.6% from $725,158 in the same period of 2023[89]. - The company experienced $530,693 in unrealized appreciation for the three months ended September 30, 2024, compared to $2,175 in the same period of 2023[94]. Financial Position - As of September 30, 2024, the company had cash and cash equivalents of $3,132,877, an increase of $2,756,853 from December 31, 2023[97]. - The company's portfolio composition by fair value as of September 30, 2024, included 97.0% in short-term non-banking loans and 3.0% in common stock[86]. - The company did not engage in any off-balance sheet arrangements during the nine months ended September 30, 2024[100]. Operational Results - For the nine months ended September 30, 2024, the company recorded a net increase in net assets from operations of $1,258,822, compared to a net decrease of $277,763 in the same period of 2023[95]. - The company had $0 in interest expense for the three months ended September 30, 2024, and $320 for the nine months ended September 30, 2024, a significant decrease from $78,000 in the same period of 2023[92]. - Professional fees for the nine months ended September 30, 2024, were $502,838, a decrease from $601,184 in the same period of 2023, attributed to reduced loan activity[90]. Loan Portfolio - The average interest rate on the company's loan portfolio is 16.2%[89].

Financial Performance - Investment income for the three months ended June 30, 2024, was $888,629, a decrease of 2.9% compared to $907,502 for the same period in 2023[6] - Net investment gain for the three months ended June 30, 2024, was $490,570, an increase of 45.3% from $337,457 for the same period in 2023[6] - The net increase in net assets resulting from operations for the six months ended June 30, 2024, was $795,039, compared to a loss of $647,323 for the same period in 2023[6] - Net investment income for the six months ended June 30, 2024, was $0.15, an increase from a loss of $0.11 in the same period in 2023[57] - Total investment income for the six months ended June 30, 2024, was $1,721,296, down from $1,771,530 in the same period in 2023[66] - Total investment return for the six months ended June 30, 2024, was 4.47%[58] - The company experienced a realized gain of $346,745 from investments for the six months ended June 30, 2024, compared to a realized loss of $558,629 in the same period of 2023[72] Assets and Liabilities - Total assets as of June 30, 2024, were $19,658,150, an increase from $19,106,697 as of December 31, 2023, representing a growth of approximately 2.89%[5] - Cash and cash equivalents increased significantly to $5,424,611 as of June 30, 2024, from $376,024 as of December 31, 2023[4] - Total liabilities decreased to $272,848 as of June 30, 2024, from $516,434 as of December 31, 2023, a reduction of approximately 47.3%[5] - As of June 30, 2024, total shareholders' equity increased to $19,385,302 from $18,972,366 as of March 31, 2024, reflecting a growth of approximately 2.17%[10] - The company had a deferred tax asset of $772,000, up from $757,000 as of December 31, 2023[50] Cash Flow - The company reported net cash provided by operating activities of $5,048,587 for the six months ended June 30, 2024, compared to $11,886 for the same period in 2023[14] - The total cash flow from financing activities was reported as zero for the six months ended June 30, 2024, indicating no new financing activities during this period[14] - As of June 30, 2024, the company had cash and cash equivalents of $5,424,611, reflecting an increase of $5,048,587 from December 31, 2023[76] Investment Portfolio - Total investments as of June 30, 2024, were valued at $12,929,985, representing 66.70% of total assets[16] - The company experienced a net unrealized depreciation in the value of investments amounting to $1,530,694 as of June 30, 2024[10] - The investment portfolio composition as of December 31, 2023, shows total investments at fair value of $17,284,676, with short-term non-banking loans representing 98.1%[40] - The fair value of short-term non-banking loans decreased from $16,961,766 on December 31, 2023, to $12,929,985 by June 30, 2024, indicating a decline of approximately 23.5%[39][40] - The investment portfolio is primarily concentrated in business services, which account for 77.5% of the fair value as of June 30, 2024[41] Shareholder Information - The company had 6,385,255 shares of common stock outstanding as of August 15, 2024[2] - The net asset value per common share increased to $3.04 as of June 30, 2024, up from $2.91 as of December 31, 2023[5] - The per-share net increase in net assets from operations was $0.12 for the six months ended June 30, 2024, compared to a per-share net decrease of $0.10 in the same period in 2023[74] Operating Expenses - Total operating expenses for the six months ended June 30, 2024, were $759,146, down 69.1% from $2,461,862 for the same period in 2023[6] - The ratio of operating expenses to average net assets was (7.90)% for the six months ended June 30, 2024[58] Management and Governance - The management identified a material weakness in internal control over financial reporting as of June 30, 2024[81] - The company does not incur expenses related to management and service fees, as the executive management team manages investments as part of their employment responsibilities[38] Future Outlook - The company anticipates future operating results will depend on the success of its investments and the general economy[79]

Financial Performance - For the three months ended March 31, 2024, the company reported total investment income of $832,667, a decrease from $864,028 in the same period of 2023[87]. - The company recorded a net increase in net assets from operations of $382,103 for the three months ended March 31, 2024, compared to a net decrease of $718,044 in the same period of 2023[93]. - The company had $308,797 in proceeds from the sale of investments for the three months ended March 31, 2024, resulting in $24,495 of realized gains[91]. Cash and Investments - As of March 31, 2024, the company had cash of $504,725, reflecting an increase of $128,701 from December 31, 2023[95]. - The company made $73,438 in investment purchases and had $308,797 in redemptions and repayments during the three months ended March 31, 2024[83]. - The portfolio composition as of March 31, 2024, included $16,770,508 in short-term non-banking loans, representing 97.9% of total investments[84]. Expenses - Professional fees for the three months ended March 31, 2024, were $138,371, compared to $129,851 in the same period of 2023[88]. - Payroll expenses decreased significantly to $151,066 in the three months ended March 31, 2024, from $1,130,439 in the same period of 2023[89]. Loan Portfolio - The average interest rate on the company's loan portfolio was 16.2%[87]. Off-Balance Sheet Arrangements - The company did not engage in any off-balance sheet arrangements during the three months ended March 31, 2024[98].

Financial Performance - For the year ended December 31, 2023, the company earned $3,298,635 in interest income, a decrease of approximately 21.5% from $4,199,453 in 2022[91]. - The company reported a net investment loss of $419,998 for 2023, contrasting with a net investment gain of $800,576 in 2022[100]. - The company reported a net investment loss of $1,165,506 for the year ended December 31, 2023, compared to a net increase of $106,958 in 2022, indicating a significant decline in performance[129]. - The total investment return for 2023 was -7.27%, compared to 1.43% in 2022[205]. - For the year ended December 31, 2023, the net increase in net assets resulting from operations was $(1,165,506), a decrease from $106,958 in 2022[136]. Operating Expenses - Total operating expenses for 2023 were $3,718,633, an increase of about 9.4% compared to $3,398,877 in 2022[93]. - The ratio of operating expenses to average net assets was -19.94% in 2023, compared to -21.73% in 2022[205]. - Rent expense for office facilities decreased from $73,146 in 2022 to $68,421 in 2023[172]. - The company recorded operating lease costs of $21,975 and variable lease costs of $19,572 for the year ended December 31, 2023[173]. Cash Flow and Liquidity - Cash flows from operating activities were $(1,137,617) in 2023, an improvement from $(4,888,302) in 2022[102]. - The company had a net decrease in cash of $713,617 for 2023, compared to a decrease of $846,507 in 2022[102]. - The company expects its current liquidity sources to be sufficient to fund operations through fiscal 2024, following the termination of its $5 million revolving line of credit[104]. - The company reported a net cash decrease of $(713,617) for the year, with cash at the end of the period totaling $376,024, down from $1,089,641 at the end of 2022[136]. Investments - The company made new investments totaling $12,900,500 in 2023 and refinanced investments amounting to $10,857,500[105]. - As of December 31, 2023, the company's investments at fair value totaled $17,284,676, an increase from $16,708,432 in 2022, reflecting a growth of approximately 3.4%[123]. - Total investments as of December 31, 2023, amounted to $18,577,481, with a fair value of $17,284,676, representing 92.97% of total assets[139]. - The company’s investment in Mustang Litigation Funding was $10,000,000, with a fair value of $10,069,354, accounting for 54.16% of total assets[139]. - The company’s investment in Intelligent Mapping, LLC was $2,900,000, with a fair value of $2,906,464, representing 15.63% of total assets[139]. - The company’s investment in short-term non-banking loans increased to $16,961,766 as of December 31, 2023, from $15,285,932 in 2022[186]. Assets and Liabilities - Total assets increased to $19,106,697 in 2023 from $18,734,790 in 2022, representing a growth of about 2%[126]. - The company’s total liabilities decreased to $516,434 in 2023 from $863,230 in 2022, a reduction of about 40%[126]. - The net asset value per common share slightly increased to $2.91 in 2023 from $2.89 in 2022[126]. - The net assets at the end of 2023 were $18,590,263, an increase from $17,871,560 in 2022[205]. Management and Compensation - Executive management compensation rose to $1,848,393 in 2023, up 96.4% from $941,590 in 2022, primarily due to stock option issuance[98]. - The company recognized stock-based compensation expense of $1,460,209 for stock options for the year ended December 31, 2023[194]. - The company did not incur management and service fees, as investments are managed by the executive management team as part of their employment responsibilities[168]. Taxation - The company had a provision for income taxes of -$454,554 in 2023, compared to $9,648 in 2022[200]. - The current federal tax was $83,402 in 2023, down from $268,803 in 2022[200]. - The deferred tax asset increased to $757,000 in 2023 from $201,000 in 2022[204]. Stock and Shareholder Information - The total number of common shares issued and outstanding increased from 6,185,255 at December 31, 2022, to 6,385,255 at December 31, 2023[175]. - The company completed a public offering of 1,250,000 common shares at $4.00 per share, generating gross proceeds of $5,000,000, with net proceeds of approximately $4,041,000 after expenses[177]. - During 2023, the company issued 200,000 shares related to the exercise of stock options, while 1,389,516 shares were issued in 2022[179]. - The company had 30,000 shares available for issuance under the 2022 Stock Incentive Plan as of December 31, 2023[191].

Investment Performance - For the nine months ended September 30, 2023, the company made investment purchases totaling $11,900,500 and had redemptions and repayments of $11,124,193, resulting in net investments at amortized cost of $17,577,481[91] - Total investment income for the three months ended September 30, 2023, was $725,158, a decrease of 35% compared to $1,115,224 for the same period in 2022[98] - For the nine months ended September 30, 2023, total investment income was $2,496,688, down 25.5% from $3,351,935 in the prior year[98] Financial Position - As of September 30, 2023, the company had cash of $962,860, a decrease of $126,781 from December 31, 2022[106] - For the nine months ended September 30, 2023, net cash used in operating activities was $550,781, compared to $6,429,293 for the same period in 2022[105] - The average interest rate on the company's loan portfolio is 15.2%[98] Operational Results - The company recorded a net increase in net assets from operations of $369,560 for the three months ended September 30, 2023[104] - Professional fees for the three months ended September 30, 2023, were $184,008, significantly lower than $916,359 for the same period in 2022[99] - The company had $0 interest expense for the three months ended September 30, 2023, compared to $46,779 for the same period in 2022[101] Portfolio Composition - The portfolio composition as of September 30, 2023, included 92.8% in short-term non-banking loans, totaling $16,296,986[93] Reporting and Compliance - The company filed its Annual Report on Form 10-K on April 17, 2023, related to the year ended December 31, 2022[21] - The report includes a section entitled "Risk Factors" detailing significant uncertainties facing the company[21] - Forward-looking statements in the report are subject to significant uncertainties and should not be regarded as guarantees of future performance[21] - The company undertakes no obligation to update any forward-looking statements after the filing date[21] - The forward-looking statements relate only to events as of the date they are made[21] - The report is excluded from the safe harbor protection provided by Section 21E of the Securities Exchange Act of 1934[21]