SUI Group Holdings Ltd.

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

As of September 30, 2026, management, together with our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Exchange Act. In conducting this evaluation, management considered certain financial reporting matters identified and disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the matters under review by a sub-committee of the Audit Committee of our Board of Directors described below under "Audit Committee Review." Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were not effective as of September 30, 2026 due to the material weakness in our internal control over financial reporting identified and disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025.

During the quarter ended September 30, 2026, the Company continued its remediation plan to address the previously identified material weakness relating to financial reporting matters identified and disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025. As part of these efforts, the Company has engaged outside consultants with expertise in accounting, financial reporting, and internal controls to assist management in evaluating and enhancing our accounting processes and controls. In addition, these consultants are supporting management in implementing our new strategic initiatives designed to strengthen financial oversight and operational accountability.

The Company expects that the actions taken and those planned, including the continued involvement of external resources, will remediate the identified material weakness; however, the material weakness will not be considered fully remediated until the applicable controls have been designed, implemented, and operated effectively for a sufficient period of time, and management has completed testing to confirm their effectiveness.

The review described below under "Audit Committee Review" has not been completed. If, upon completion, the review identifies additional deficiencies in our disclosure controls and procedures or in our internal control over financial reporting, management will assess its conclusions and implement any appropriate remedial measures.

Audit Committee Review

In October 2026, our Legal Counsel identified, and reported to the Board of Directors, a consulting agreement entered into in July 2025 in which certain of our executive officers may have a personal interest. A sub-committee of the Audit Committee of the Board of Directors, which is composed solely of independent directors, has engaged independent outside counsel and has begun a review of the consulting agreement and related matters, including a review as to whether the agreement should have been disclosed as a related person transaction in our proxy statement for our 2026 annual meeting of stockholders and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the operation of our related controls and procedures and compliance with applicable laws.

Based on the information available to date, management does not believe that the matters under review affect the Company's previously issued financial statements or the unaudited condensed financial statements included in this Quarterly Report on Form 10-Q. The review is ongoing, and we cannot predict its duration or outcome. If the review determines that additional or revised disclosure is required, we expect to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the steps taken to remediate material weaknesses as described above, there were no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that materially affected, or were reasonably likely to materially affect such controls.