Sui Group Holdings (NASDAQ: SUIG) files Q1 2026 10-Q amendment to correct Exhibit 10.1 link

Rhea-AI Filing Summary

Sui Group Holdings Limited filed Amendment No. 1 to its Quarterly Report on Form 10‑Q for the quarter ended March 31, 2026. The amendment’s sole purpose is to correct the hyperlink for Exhibit 10.1 in the exhibit list.

The company states it is not adding or changing any financial statements or internal control disclosures from the original report and that the original disclosures continue to speak as of their filing date. The amendment includes new, currently dated Section 302 CEO and CFO certifications with certain paragraphs omitted because no financial statements are being refiled. As of May 8, 2026, the company had 76,802,872 shares of common stock outstanding.

Key Figures

Shares outstanding: 76,802,872 shares Quarter end: March 31, 2026 Amendment signature date: June 24, 2026 +2 more

5 metrics

Shares outstanding 76,802,872 shares Common stock outstanding as of May 8, 2026

Quarter end March 31, 2026 Quarter covered by the amended Form 10-Q

Amendment signature date June 24, 2026 CEO and CFO signed the 10-Q/A on this date

Warrant Agreement date January 5, 2026 Date of Warrant Agreement with Brian Quintenz (Exhibit 10.1 reference)

Investor Rights Agreement date July 31, 2025 Date for Investor Rights Agreements with Sui Foundation and Karatage Opportunities

Key Terms

Rule 12b-15, Section 302 Certification, Section 906 of the Sarbanes-Oxley Act of 2002, Interactive Data File, +1 more

5 terms

Rule 12b-15 regulatory

"As required by Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications"

Section 302 Certification regulatory

"31.1* | Section 302 Certification of the Chief Executive Officer"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not included"

Interactive Data File regulatory

"whether the registrant has submitted electronically every Interactive Data File required to be submitted"

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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FAQ

What is the purpose of Sui Group Holdings (SUIG) Amendment No. 1 to its Q1 2026 Form 10-Q?

The amendment’s sole purpose is to correct the hyperlink for Exhibit 10.1 in the exhibit list. It is an administrative update and does not introduce new financial data or change prior disclosures from the original quarterly report.

Does the Sui Group Holdings (SUIG) 10-Q/A change any financial statements or controls disclosures?

No, the amendment does not include or amend any financial statements or Regulation S-K Items 307 and 308 disclosures. The company emphasizes that the original Form 10-Q disclosures remain unchanged and continue to speak as of their original filing date.

What certifications are included in the Sui Group Holdings (SUIG) 10-Q/A filing?

The amendment includes currently dated Section 302 certifications from the chief executive officer and chief financial officer. Paragraphs 3, 4, and 5 of these certifications are omitted because no financial statements are being filed with this amendment to the quarterly report.

How many Sui Group Holdings (SUIG) shares were outstanding around the time of this amendment?

As of May 8, 2026, Sui Group Holdings Limited had 76,802,872 shares of common stock outstanding. The filing also notes that the company had no other classes of capital stock outstanding on that date, providing a clear equity capital structure snapshot.

Which period does the amended Sui Group Holdings (SUIG) quarterly report cover?

The amended quarterly report relates to the quarter ended March 31, 2026. Amendment No. 1 does not alter the reporting period or financial content, but only corrects the hyperlink for Exhibit 10.1 in the exhibit section of the Form 10-Q.

Who signed the Sui Group Holdings (SUIG) 10-Q/A Amendment No. 1 filing?

The amendment was signed on behalf of Sui Group Holdings Limited by Chief Executive Officer Douglas M. Polinsky and Chief Financial Officer Joseph A. Geraci, II. Both signatures are dated June 24, 2026, confirming executive review of this administrative update.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 10-Q/A

Amendment No. 1

__________________________

(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, 2026
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)

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 and posted 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 and post such files). ☒ Yes     ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes     ☒ No

As of May 8, 2026, Sui Group Holdings Limited had 76,802,872 shares of common stock, and no other classes of capital stock, outstanding.

SUI GROUP HOLDINGS LIMITED

Index to Form 10-Q

for the Quarter Ended March 31, 2026

2

EXPLANATORY NOTE

Sui Group Holdings Limited (“Sui Group,” the “Company,” “we,” “our,” or “us”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, originally filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2026 (the “Original Form 10-Q”). The sole purpose of this Amendment is to correct the hyperlink for Exhibit 10.1 listed in “Item 6. Exhibits.”

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

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ITEM 6. 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).
10.1		Warrant Agreement, dated January 5, 2026, between Sui Group Holdings Limited and Brian Quintenz (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 27, 2026).
10.2		Investor Rights Agreement, dated July 31 ,2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Sui Foundation (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).
10.3		Investor Rights Agreement, dated July 31 ,2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage Opportunities (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).
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 Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026)

* Filed herewith

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SIGNATURES

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

	SUI GROUP HOLDINGS LIMITED
Date: June 24, 2026	By:	/s/ Douglas M. Polinsky
		Douglas M. Polinsky
		Chief Executive Officer
Date: June 24, 2026	By:	/s/ Joseph A. Geraci, II
		Joseph A. Geraci, II
		Chief Financial Officer

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