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Expanded SUI Group (NASDAQ: SUIG) loan lifts BlueFin SUI revenue share to 11%

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SUI Group Holdings Limited entered into an amended and restated digital asset loan agreement with BlueFin Labs Inc., expanding their Sui blockchain partnership. The Company will lend an additional 4,000,000 SUI tokens, bringing total SUI loaned to 6,000,000, to support Bluewater Labs Inc.’s acquisition of Suilend assets from Concurrent C, Inc.

In return, SUI Group will receive an 11.00% revenue share from BlueFin and certain associated entities, payable in SUI tokens, under a term running through September 30, 2028 unless earlier terminated or extended by mutual consent. Independent and disinterested board members reviewed and approved the agreement after being informed of Karatage Opportunities’ 0.156% SEND token holding and 7.87% ownership of SUI Group; Chairman Marius Barnett abstained from the vote.

Positive

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Negative

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Insights

SUI Group deepens BlueFin exposure by lending more SUI for a higher on-chain revenue share.

SUI Group is scaling its strategic role in the Sui ecosystem by increasing its SUI token loan to BlueFin to 6,000,000 tokens. In exchange, it boosts its revenue share from 5.00% to 11.00%, tied to BlueFin and related entities’ revenues, all paid in SUI.

The structure links SUI Group’s returns directly to BlueFin’s trading and DeFi activity, and to performance of assets tied to the Suilend acquisition. This concentrates exposure in a single protocol cluster and in SUI-denominated income, so results will depend on both BlueFin’s growth and SUI market dynamics.

Governance-wise, the filing highlights a small, indirect financial interest through Karatage’s SEND token and equity stake. Independent directors reviewed the arrangement, concluded terms were fair, and approved the agreement, with the Chairman abstaining. Subsequent company filings may show how much revenue this agreement ultimately contributes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total SUI loaned to BlueFin 6,000,000 SUI tokens 2,000,000 original plus 4,000,000 additional under amended agreement
Additional SUI tokens loaned 4,000,000 SUI tokens Incremental loan to support Suilend asset acquisition financing
Revenue share rate 11.00% Share of revenues from BlueFin and certain associated entities, payable in SUI
Prior revenue share 5.00% Revenue share under original September 2025 digital asset loan agreement
Agreement term end date September 30, 2028 Loan Agreement termination date unless earlier terminated or extended
Karatage SEND token holding 0.156% of outstanding SEND supply Token issued by Concurrent C, Inc.
Karatage equity stake in SUI Group 7.87% of common stock Ownership position and strategic advisor role to the Company
Amended and Restated Digital Asset Loan Agreement financial
"entered into an Amended and Restated Digital Asset Loan Agreement (the “Loan Agreement”)"
Loaned Digital Currency financial
"together with the initial 2,000,000 SUI tokens, the “Loaned Digital Currency”"
revenue share financial
"SUI Group will also increase its revenue share to 11.00%, payable in SUI"
Revenue share is the portion of total income that a person or entity receives from the money generated by a business activity. It’s similar to splitting a pie where each person gets a defined slice based on their contribution or agreement. For investors, understanding revenue share helps gauge how much income they can expect from their investment and how it aligns with the company's overall performance.
DeFi financial
"the largest lending and DeFi platform on the Sui blockchain"
DeFi, short for decentralized finance, is a system of financial services built on blockchain technology that operates without traditional banks or intermediaries. It allows people to borrow, lend, trade, and earn interest directly with each other through digital platforms, much like using a peer-to-peer marketplace. For investors, DeFi offers the potential for greater access, transparency, and control over their financial activities.
forward-looking statements regulatory
"This press release contains “forward-looking statements” as that term is defined"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
stablecoin strategy financial
"including stablecoin implementation, and the risk factors and other factors noted"
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Learn about SEC filing dates

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
Date of Report (Date of earliest event reported): June 19, 2026



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)

(952) 479-1923
(Registrant’s telephone number, including area code)

 
 
 
 
(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 Instruction A.2):


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, $0.001 par value per share
 
SUIG
 
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 1.01.
Entry into a Material Definitive Agreement

On June 19, 2026, Sui Group Holdings Limited (the “Company”) entered into an Amended and Restated Digital Asset Loan Agreement (the “Loan Agreement”) with BlueFin Labs Inc. (“BlueFin”). The Loan Agreement amends and restates the digital asset loan agreement, dated September 30, 2025, between the Company and BlueFin whereby the Company loaned 2,000,000 SUI tokens to BlueFin. The Loan Agreement provides that the Company will loan an additional 4,000,000 SUI tokens (together with the initial 2,000,000 SUI tokens, the “Loaned Digital Currency”) to BlueFin in order to finance the acquisition by Bluewater Labs Inc., a commercial partner of BlueFin, of certain assets previously owned by Concurrent C, Inc. (“Concurrent C”) and associated with the Suilend platform (the “Suilend Acquisition”). For the period until the Loan Agreement is terminated and the Loaned Digital Currency repaid, BlueFin will pay a fee to the Company of 11.00% of the revenues of BlueFin and certain associated entities, including revenues generated by assets acquired in Suilend Acquisition. All payments made under the Loan Agreement will be in SUI tokens, subject to customary exceptions as set forth in more detail in the Loan Agreement. The Loan Agreement will terminate on September 30, 2028 unless earlier terminated in accordance with its terms or extended by the mutual written consent of the parties thereto.

Karatage Opportunities (“Karatage”), the London-based proprietary hedge fund specializing in digital assets and emerging technology, owns 0.156% of the outstanding token supply of the SEND token issued by Concurrent C.  Karatage owns 7.87% of the common stock of the Company and acts as strategic advisor to the Company. Marius Barnett and Stephen Mackintosh, who are co-founders of Karatage Opportunities, serve as Chairman of the board of directors of the Company (the “Board”) and Chief Investment Officer of the Company, respectively. Accordingly, Karatage and Messrs. Barnett and Mackintosh have a small, indirect financial interest in the Suilend Acquisition: as holders of a token associated with Suilend and Concurrent C, the performance of their asset may be affected by the outcome of the Suilend transaction, which is being financed by the Company’s loan. Neither the Company nor Karatage participated in the negotiation of the Suilend Acquisition between BlueFin and Concurrent C. Out of an abundance of caution, the independent and disinterested members of the Board were informed of Karatage’s investment in Concurrent C, reviewed the Loan Agreement, and determined that the terms of the Loan Agreement were fair to the Company and no less favorable than those that could have been obtained from an unrelated third party. On June 19, 2026, each member of the Board voted to approve the Loan Agreement except for Mr. Barnett, who abstained.

The foregoing summary of the Loan Agreement is qualified in its entirety by reference to the full text of the agreement, which will be attached hereto as an exhibit and incorporated herein by reference.

Item 8.01
Other Events.

On June 25, 2026, the Company issued a press release announcing the entry into the Loan Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
10.1
 
Amended and Restated Digital Asset Loan Agreement, dated as of June 19, 2026, between Sui Group Holdings Limited and BlueFin Labs Inc.
99.1
 
Press Release, dated June 25, 2026
104
 
Cover Page Interactive Data File (formatted as inline XBRL)

2

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.

 
SUI GROUP HOLDINGS LIMITED
   
Date: June 25, 2026
By:
/s/ Douglas M. Polinsky
   
Douglas M. Polinsky
   
Chief Executive Officer

 
3


Exhibit 99.1

SUI Group Expands Strategic Partnership with Bluefin, Lending Additional 4 Million SUI

Increased Revenue Share to 11% Deepens SUIG’s Recurring On-Chain Yield and Seeks to Build Role as a Capital Partner to Leading Sui Protocols

WAYZATA, Minn. – June 25, 2026 – SUI Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”), today announced an expansion of its strategic lending partnership with Bluefin, the leading decentralized exchange on the Sui blockchain. Under an amended and restated digital currency loan agreement, SUI Group will lend an additional 4 million SUI to Bluefin, bringing total SUI on loan to 6 million. SUI Group will also increase its revenue share to 11.00%, payable in SUI, up from 5.00% under the original September 2025 agreement.

The additional capital is intended to support Bluefin's participation in the financing of Bluewater's acquisition of Suilend, the largest lending and DeFi platform on the Sui blockchain. The expanded partnership further aligns SUI Group with one of the ecosystem's leading trading and liquidity platforms while increasing the Company's participation in Bluefin's long-term growth.

“This is a natural next step in our partnership with Bluefin and a continuation of our strategy to put capital to work directly in the highest-quality protocols building on Sui,” said Marius Barnett, Chairman of SUI Group. “By expanding this agreement, we are deepening a differentiated, recurring value stream for SUIG shareholders that scales as the Bluefin ecosystem grows. Looking ahead, we will continue to position ourselves as a capital partner to the platforms that are bringing institutional capital on-chain.”

"SUI Group has been an exceptional partner from day one, and this expanded financing reflects the strength of that relationship," said Zabi Mohebzada, Co-Founder of Bluefin. “SUIG’s continued financial support, as well as its deep connection to institutional market participants, gives us the capital and credibility to scale our vision of building the most powerful onchain financial venue Sui.”

The amended agreement retains the original agreement’s three-year term, running through September 2028, and may be extended by the consent of both parties. As with the original arrangement, SUIG’s revenue share is expected to provide an enhanced return relative to native staking, intended to create a mutually beneficial structure for both SUI Group and Bluefin.

About SUI Group Holdings Limited

SUI Group is the only publicly traded company with an official Sui Foundation relationship, providing institutional-grade exposure to the SUI blockchain. Through its industry-first SUI treasury strategy, SUI Group is building a premier, foundation-backed digital asset treasury platform designed for scale, transparency and long-term value creation. SUI’s high-speed, horizontally scalable architecture positions it as one of the leading blockchains designed for mass adoption, powering next-generation applications in finance, gaming, AI and beyond. The Company plans to continue its specialty finance operations while executing its SUI treasury strategy. For more information, please visit www.SUIG.io.

About Bluefin

Bluefin is the super app of the Sui ecosystem, unifying perps, spot, lending, and vaults in a single, secure platform. The platform focuses on security, transparency and redefining the user experience of using on-chain trading systems. For more information, please visit https://bluefin.io/.


Disclaimer

This press release contains “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can be identified by the use of forward-looking terminology including “may,” “believe,” “expect,” “intend,” “anticipate,” “plan,” “should,” “estimate,” “continue,” “potential,” “will,” “hope” or other similar words and include the Company’s expectation of future performance contained herein. These statements include, but are not limited to, expectations regarding the Company’s future performance and growth, its ability to successfully execute its strategic plans, the Company’s digital asset treasury, the implementation of the Company’s stablecoin strategy, and the nature and performance of digital assets held by the Company.

Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those expressed or implied in these statements due to various factors, including but not limited to: the inherent volatility and risks associated with investing in SUI, cybersecurity and other risks associated with investing in decentralized finance (Defi) ecosystems, risks associated with investing in agentic finance, challenges in executing a new treasury diversification strategy, the capabilities and limitations of the SUI blockchain, the competitive environment of the Company’s business among others, and the inherent uncertainties associated with the Company’s business strategy, including stablecoin implementation, and the risk factors and other factors noted in the Company’s Registration Statement on Form S-1 (File No. 333-289438), Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q and the other documents that the Company files with the Securities and Exchange Commission. The risk factors and other factors noted therein could cause actual results to differ materially from those contained in any forward-looking statement. The Company disclaims any duty to update and does not intend to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release, except as may be required by law.

Contacts
Media Contact
Gasthalter & Co.
SUIG@gasthalter.com

Investor Relations Contact
Elevate IR
(720) 330-2829
SUIG@elevate-ir.com



FAQ

What did SUI Group Holdings (SUIG) announce regarding its BlueFin partnership?

SUI Group expanded its digital asset loan to BlueFin, raising total SUI tokens on loan to 6,000,000. In return, it will now receive an 11.00% revenue share from BlueFin and certain associated entities, with payments made in SUI tokens under an agreement running through September 2028.

How many SUI tokens is SUI Group (SUIG) lending to BlueFin after the amendment?

Under the amended loan agreement, SUI Group will lend a total of 6,000,000 SUI tokens to BlueFin. This includes the original 2,000,000 SUI loan from September 2025 plus an additional 4,000,000 SUI, supporting Bluewater’s acquisition of Suilend-related assets from Concurrent C, Inc.

What revenue share will SUI Group (SUIG) receive from BlueFin under the new agreement?

SUI Group’s revenue share increases to 11.00% of revenues from BlueFin and certain associated entities. This fee, payable in SUI tokens, replaces the prior 5.00% share under the original agreement and is expected to enhance returns relative to native SUI staking through the term ending September 2028.

What is the term of the amended SUI Group (SUIG) and BlueFin digital asset loan?

The amended digital asset loan agreement retains a three-year term running through September 30, 2028. It can terminate earlier under its terms or be extended by mutual written consent. During this period, BlueFin will pay SUI Group the 11.00% SUI-denominated revenue share tied to specified entities’ revenues.

How is the Suilend acquisition connected to SUI Group’s (SUIG) SUI loan?

The additional 4,000,000 SUI tokens loaned by SUI Group are intended to finance Bluewater Labs Inc.’s acquisition of Suilend-related assets from Concurrent C, Inc. This links SUI Group’s loaned digital currency and revenue share to economic activity generated by the Suilend platform within the Sui DeFi ecosystem.

Filing Exhibits & Attachments

5 documents