Karatage logs SUI Group (MCVT) director stake and warrants

Rhea-AI Filing Summary

Karatage Opportunities filed an initial insider report as a director by deputization of SUI Group Holdings Ltd. It shows direct beneficial ownership of 4,612,547 shares of common stock.

Karatage also holds four warrant tranches to purchase additional common stock, expiring on July 31, 2030, for 1,245,387 shares at $5.42, 1,245,387 at $5.962, 415,130 at $6.504, and 207,565 at $7.046 per share. These warrants vest in 25% increments on January 31, 2026, July 31, 2026, January 31, 2027, and July 31, 2027.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Karatage Opportunities

(Last) (First) (Middle)

4TH FLOOR, HARBOUR PLACE

103 SOUTH CHURCH STREET

(Street)

GRAND CAYMAN E9 KY1-1002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2025

3. Issuer Name and Ticker or Trading Symbol
SUI Group Holdings Ltd. [ SUIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	4,612,547	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	1,245,387	$5.42	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	1,245,387	$5.962	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	415,130	$6.504	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	207,565	$7.046	D

Explanation of Responses:

1. The warrants vest as follows: 25% of each tranche of the warrants became exercisable on January 31, 2026, 25% of each tranche of the warrants will become exercisable on July 31, 2026, 25% of each tranche of the warrants will become exercisable on January 31, 2027, and 25% of each tranche of the warrants will become exercisable on July 31, 2027.

Remarks:

Marius Barnett is a director of Karatage Services Limited UK, the investment advisor of Karatage Opportunities ("Karatage"), and serves on the Board of Directors of Sui Group Holdings Ltd (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Karatage is deemed a director by deputization of the Issuer.

	/s/ Laura McGeever	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Karatage Opportunities report owning in SUI Group Holdings Ltd. (MCVT)?

Karatage Opportunities reports direct beneficial ownership of 4,612,547 shares of common stock in SUI Group Holdings Ltd. It also reports several warrant positions that, if exercised, allow it to acquire additional common shares at preset prices before specific future dates.

What warrant positions does Karatage Opportunities hold in SUI Group Holdings Ltd. (MCVT)?

Karatage holds four warrant tranches expiring on July 31, 2030, covering 1,245,387 shares at $5.42, 1,245,387 at $5.962, 415,130 at $6.504, and 207,565 at $7.046 per share, all reported as directly owned.

How and when do the SUI Group (MCVT) warrants held by Karatage Opportunities vest?

The filing states that each warrant tranche vests in four 25% installments. The exercisable dates are January 31, 2026, July 31, 2026, January 31, 2027, and July 31, 2027, gradually making larger portions of the total warrant holdings exercisable over time.

What is Karatage Opportunities’ relationship to SUI Group Holdings Ltd. (MCVT)?

Karatage Opportunities is treated as a director by deputization of SUI Group Holdings Ltd. The filing explains that this status arises from its representation on the issuer’s Board of Directors, which triggers Section 16 reporting obligations for its share and warrant holdings.

Does the Form 3 for SUI Group (MCVT) show any insider buying or selling activity?

The Form 3 is an initial ownership report and lists holdings in common stock and warrants. It does not identify specific purchase or sale transactions; instead, it establishes Karatage Opportunities’ starting ownership position and the terms and vesting schedule of its warrant positions.

Who is mentioned alongside Karatage Opportunities in the SUI Group (MCVT) filing?

The filing notes that Marius Barnett is a director of Karatage Services Limited UK, investment advisor to Karatage Opportunities, and also serves on Sui Group Holdings Ltd’s Board of Directors, providing context for Karatage’s director-by-deputization status under Section 16 rules.