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2025-08-26
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 26, 2025
Date of Report (Date of earliest event reported)
SUI GROUP HOLDINGS LIMITED
(Exact Name of Registrant as Specified in its Charter)
| Minnesota |
|
001-41472 |
|
90-0316651 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1907 Wayzata Boulevard, Suite 205
Wayzata, MN |
|
55391 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (952) 479-1923
MILL CITY VENTURES III, LTD.
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
MCVT |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Effective August 26, 2025, Mill City Ventures
III, Ltd. (the “Company”) changed its corporate name to Sui Group Holdings Limited. The Company changed its corporate name
by filing an Articles of Amendment to its Amended and Restated Articles of Incorporation with the Office of the Minnesota Secretary of
State. A copy of the Articles of Amendment to Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 hereto and incorporated
by reference.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number |
|
Description |
| 3.1 |
|
Articles of Amendment to Amended and Restated Articles of Incorporation. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated August 26, 2025
| |
Sui Group Holdings Limited |
| |
|
|
| |
By: |
/s/ Douglas M. Polinsky |
| |
Name: |
Douglas M. Polinsky |
| |
Title: |
Chief Executive Officer |
