Sui Group Holdings Limited SEC Filings

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.

Sui Group Holdings Limited (SUIG) amended its S-1 registration to reflect a July 31, 2025 PIPE financing that sold Common Stock at $5.42 and pre-funded warrants, including 7,144,205 pre-funded warrants exercisable at $0.0001 each. The Company used approximately $140 million of PIPE cash proceeds to purchase SUI tokens and intends to use another ~$140 million of proceeds to acquire additional SUI over the next 12 months. Approximately 2% of net PIPE proceeds will fund its short-term lending business; the lending operations remain ongoing. The filing documents multiple classes of warrants (Lead Investor, Foundation, Management, Advisor, Placement Agent, Director) that could increase outstanding common shares if exercised, and describes transfer restrictions, custody arrangements (BitGo), registration rights, and material regulatory risks related to whether SUI may be deemed a security under U.S. law, which could require registration under the Investment Company Act.

Sui Group Holdings Limited (SUIG) filed an amended S-1 registration statement registering up to 86,994,345 shares of common stock for resale to A.G.P./Alliance Global Partners under a principal equity facility (PEF Agreement). The company closed a PIPE on July 31, 2025 that raised cash and issued pre-funded warrants and warrants; approximately $140 million of cash PIPE proceeds were used to acquire SUI tokens as Initial Purchased Digital Assets under a Digital Asset Purchase and Sale Agreement and the company intends to use an additional ~$140 million of PIPE cash to acquire more SUI in the next 12 months.

The filing discloses material terms and risks: shares sold under the PEF are subject to beneficial ownership and exchange caps (generally 4.99% cap and 19.99% exchange cap), resale registration mechanics, potential dilution to existing holders, transfer restrictions on purchased SUI tokens for two years, custody by BitGo under a Custodial Services Agreement, and an Asset Management Agreement with Galaxy Digital Capital Management LP. The company states it seeks to avoid investment-company status under the 1940 Act by monitoring investment securities and structuring loans accordingly.