Sui Group Holdings (NASDAQ: SUIG) fixes 2025 10-K exhibit links

Rhea-AI Filing Summary

Sui Group Holdings Limited filed Amendment No. 1 to its annual report for the year ended December 31, 2025. The amendment’s sole purpose is to correct hyperlinks for certain exhibits listed in the exhibits section and to provide currently dated CEO and CFO certifications.

The company states that no financial statements are included or amended and that internal control disclosures remain unchanged, with certain certification paragraphs omitted accordingly. Aggregate market value of common stock held by non-affiliates was approximately $3,496,000 as of June 30, 2025, and 76,802,872 shares were outstanding as of February 20, 2026.

Key Figures

Non-affiliate market value: $3,496,000 Share price reference: $1.83 per share Shares outstanding: 76,802,872 shares

3 metrics

Non-affiliate market value $3,496,000 Aggregate market value of common stock held by non-affiliates as of June 30, 2025

Share price reference $1.83 per share Closing sales price on Nasdaq Capital Market used for June 30, 2025 market value

Shares outstanding 76,802,872 shares Common stock outstanding as of February 20, 2026

Key Terms

Inline XBRL, Section 302 Certification, Clawback Policy, Insider Trading Policy, +1 more

5 terms

Inline XBRL technical

"Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Section 302 Certification regulatory

"Section 302 Certification of the Chief Executive Officer"

Clawback Policy regulatory

"Clawback Policy (incorporated by reference to Exhibit 97.1"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

Insider Trading Policy regulatory

"Insider Trading Policy (incorporated by reference to Exhibit 19"

A written set of rules that tells employees, executives and board members what information they may not use to buy or sell a company's stock and when trading is allowed. Think of it as a playbook or house rules that prevent people with secret knowledge from getting an unfair advantage; it matters to investors because it helps protect fair markets, preserves trust in management, and reduces the risk of legal penalties that can hurt a company’s value.

Subordination and Intercreditor Agreement financial

"Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022"

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FAQ

What is the purpose of SUI Group Holdings (SUIG) 10-K/A Amendment No. 1?

The amendment solely corrects hyperlinks for certain exhibits in the annual report. It also provides currently dated CEO and CFO Section 302 certifications, without altering financial statements or other substantive disclosures from the original filing.

Does the SUI Group Holdings 10-K/A change any 2025 financial results?

No, the amendment does not change any financial statements or internal control disclosures. It is limited to fixing exhibit hyperlinks and updating officer certifications, while all original annual report disclosures continue to speak as of their original filing date.

How many SUI Group Holdings (SUIG) shares are outstanding?

Sui Group Holdings reports 76,802,872 shares of common stock outstanding as of February 20, 2026. This figure provides context on company size and equity base but is not itself changed or affected by the amendment filing.

What is the market value of SUI Group Holdings non-affiliate shares?

The aggregate market value of common stock held by non-affiliates was approximately $3,496,000 as of June 30, 2025. This calculation uses a closing sales price of $1.83 per share reported on the Nasdaq Capital Market on that date.

On which exchange does SUI Group Holdings (SUIG) trade and what is its ticker?

Sui Group Holdings’ common stock trades on the Nasdaq Capital Market under the ticker symbol SUIG. The shares have a par value of $0.001 per share, as disclosed in the company’s registration and cover page information.

Does the SUI Group Holdings 10-K/A include Section 906 certifications?

No, certifications under Section 906 of the Sarbanes-Oxley Act are not included in this amendment. The company explains that no financial statements are being filed with this amendment, so prior Section 906 certifications remain incorporated by reference.

What was SUI Group Holdings’ former name mentioned in the filing?

The filing notes that Sui Group Holdings Limited was formerly known as Mill City Ventures III, LTD. This prior name appears in descriptions of several historical agreements and exhibits that are incorporated by reference into the current annual report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _________________________

FORM 10-K/A

Amendment No. 1

 _________________________

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 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 _____________________

Commission File Number 001-41472

 _________________________

SUI GROUP HOLDINGS LIMITED

(Exact name of Registrant as specified in its Charter)

 _________________________

Minnesota		90-0316651
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1907 Wayzata Blvd, #205, Wayzata, Minnesota		55391
(Address of principal executive offices)		(Zip Code)

(952) 479-1923

(Registrant’s telephone number, including area code)

__________________________

Mill City Ventures III, LTD

(Former name, former address and former fiscal year, if changed since last report)

__________________________

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, $0.001 par value		SUIG		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐     No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of June 30, 2025, was approximately $3,496,000 based on the closing sales price of $1.83 per share as reported by the Nasdaq Capital Market. As of February 20, 2026, there were 76,802,872 shares of the registrant’s Common Stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Sui Group Holdings Limited (“Sui Group,” the “Company,” “we,” “our,” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Original Form 10-K”). The sole purpose of this Amendment is to correct the hyperlinks for certain exhibits listed in “Item 15. Exhibits and Financial Statement Schedules.”

As required by Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications from the Company’s principal executive officer and principal financial officer as exhibits under Item 15 of Part IV. Because this Amendment does not include or amend any financial statements or disclosures regarding Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not included, as no financial statements are being filed with this Amendment.

Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and does not modify or update in any way the disclosures contained in the Original Form 10-K, which speak as of the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.

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PART IV

ITEM 15  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2013).
3.2		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2022).
3.3		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).
3.4		Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2025).
3.5		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025).
3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).
4.1		Form of Pre-Funded Common Stock Purchase Agreement Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.2		Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.3		Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.4		Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.5		Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.6		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
4.7	*	Description of Registrant’s Securities.
10.1	†	Executive Employment Agreement with Douglas Polinsky, dated July 31, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).
10.2	†	Executive Employment Agreement with Joseph A. Geraci II, dated July 31, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).
10.3	†	Stock Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement filed with the SEC on December 15, 2022).
10.4	†	Amendment No. 1 to Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023).
10.5		Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).
10.6		Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).
10.7		Amendment No. 1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).
10.8		Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).

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10.9		Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2024).
10.10		Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 18, 2024).
10.11		Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2025).
10.12		Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).
10.13		Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).
10.14		Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).
10.15		Form of Securities Purchase Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.16		Placement Agency Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.17		Form of Registration Rights Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.18		Strategic Advisor Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage Opportunities (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.19		Asset Management Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).
10.20		Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and the Sui Foundation (incorporated by reference to Exhibit 10.6 to the Form S-1/A filed with the SEC on August 28, 2025).
10.21		Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025).
10.22		Registration Rights Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025).
10.23		Custodial Services Agreement with BitGo, dated as of July 26, 2025, by and between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd. and BitGo Trust Company, Inc. (incorporated by reference to Exhibit 10.22 to the Registrant’s Form S-1/A filed with the SEC on August 28, 2025).
10.24*		Warrant Agreement, dated July 31, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Dana Wagner.
10.25*		Warrant Agreement, dated January 5, 2026, between Sui Group Holdings Limited and Brian Quintenz.
10.26*		Trademark Licensing Agreement, dated July 31, 2025, by and between the Company and the Sui Foundation
14		Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s registration statement on Form S-1/A filed on July 28, 2022)
19		Insider Trading Policy (incorporated by reference to Exhibit 19 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2026).
23.1*		Consent of Boulay PLLP.
31.1	*	Section 302 Certification of the Chief Executive Officer.
31.2	*	Section 302 Certification of the Chief Financial Officer.
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2026).
97.1		Clawback Policy (incorporated by reference to Exhibit 97.1 to the registrant’s Amendment No. 1 to the annual report filed on Form 10-K, filed on May 9, 2025).
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________

* Filed herewith.

† Management contract or compensatory plan or arrangement.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUI Group Holdings Limited

/s/ Douglas Polinsky

Douglas Polinsky

Chief Executive Officer

Dated: June 24, 2026

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