Mill City Ventur SEC Filings

SUI Group Holdings Limited disclosed board election results and multiple shareholder proposals related to its capital structure and potential issuances of stock. Shareholder votes elected five directors with vote totals shown for each nominee. The company asked shareholders to approve an amendment to increase authorized shares from 111,111,111 to 2,000,000,000 to provide a much larger equity capacity. Separate proposals seek approval under Nasdaq rules for issuing shares upon exercise of management warrants and for issuing shares under a $500,000,000 principal equity facility where such issuance could exceed 20% of outstanding common stock. The filing is signed by the CEO and lists the company ticker as SUIG.

SUI Group Holdings Ltd. (MCVT) filed a Form 144 reporting a proposed sale of 99,402 shares of common stock through broker Alexander Capital L.P. on Nasdaq with an aggregate market value of $738,492.40. The filing shows total shares outstanding of 82,148,429. The securities to be sold were originally acquired on 08/11/2022 in a company issuance from Mill City (200,000 shares issued, paid in cash). The filer also disclosed four sales by Lyle Berman in the prior three months totaling 99,402 shares sold across four dates with combined gross proceeds shown by date: $45,2049.00, $16,090.00, $38,428.00, and $231,923.00 as reported. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Sui Group Holdings Limited (SUIG) amended its S-1 registration to disclose a principal equity facility (PEF) with A.G.P./Alliance Global Partners to register up to 86,994,345 shares for resale and a PIPE transaction that closed July 31, 2025. The company used approximately $140 million of PIPE cash proceeds to acquire SUI tokens on the Closing Date and, as of a recent disclosure, held 96,318,536 SUI (about 81% of its digital assets) acquired for ~$350.8 million. SUIG intends to allocate another ~$140 million of PIPE proceeds to market purchases of SUI over the next 12 months and will allocate half of future cash raises until the Initial Purchase Amount is met to subsequent SUI purchases under a Digital Asset Purchase and Sale Agreement with the Foundation Investor. The filing discloses material terms and limits of the PEF (including a 4.99% beneficial ownership cap for A.G.P.), warrants issued in the PIPE, custodial and asset management arrangements, and multiple risk disclosures about SUI volatility, regulatory uncertainty, staking risks, transfer restrictions and potential dilution from resale by the Selling Stockholder.

Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) completed a PIPE Transaction that closed on July 31, 2025, issuing common shares and pre-funded warrants and raising cash proceeds used primarily to acquire SUI digital assets. The company used approximately $140 million of PIPE cash proceeds to acquire initial SUI tokens and intends to use another ~$140 million over the next 12 months, subject to market conditions. As of June 26, 2025 the company reported holding 96,318,536 SUI (about 81% of its treasury) purchased for an aggregate $350.8 million. The filing discloses detailed warrant issuances and exercise prices, registration and placement arrangements with A.G.P., an Asset Management Agreement with Galaxy Digital Capital Management LP for execution and staking, custodial services with BitGo, and regulatory risk discussion concerning the possible classification of SUI under U.S. securities laws.

The filing discloses issuance of three tranches of Management Warrant Shares under the proxy statement. Tranche 1 consists of 311,347 warrants exercisable at $5.42 per share; Tranche 2 consists of 207,565 warrants exercisable at $6.504 per share; and Tranche 3 consists of 103,782 warrants exercisable at $7.046 per share. The three tranches total 622,694 Management Warrant Shares as disclosed in the excerpt. No other financial metrics, purpose of the warrants, beneficiaries, or timing details are included in the provided text.