SUI Group Holdings Ltd.

Index to Form 10-Q

for the Quarter Ended September 30, 2026

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are neither historical facts nor assurances of future performance. You should not place undue reliance on any of these forward-looking statements. Forward-looking statements relate to future events or future financial performance of Sui Group Holdings Limited (the “Company,” “SUI Group,” or “we”), and can ordinarily be identified by terminology such as “aims,” “believes,” “continue,” “could,” “designed to,” “estimates,” “expects,” “focused on,” “intends,” “may,” “objective,” “plans,” “potential,” “positions,” “seeks,” “should,” “strategy,” “view,” “will,” or “would” or the negative of these terms or other similar words. Some of the forward-looking statements contained in this Report relate to, and are based on the Company’s current assumptions regarding, the following:

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the ability of the Company to execute its plans;

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the Company’s digital asset treasury, stablecoin and treasury diversification strategies;

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the capabilities and limitations of the SUI blockchain;

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the digital assets to be held by us and the future performance thereof;

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the success of the Company’s investments;

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risk of nonperformance by borrowers, service providers and other counterparties;

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the Company’s relationships with third parties;

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the dependence of the Company’s success on the general economy and its impact on the industries in which the Company operates;

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the Company’s regulatory structure and tax treatment;

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the adequacy of the Company’s cash resources and working capital; and

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the timing of cash flows.

Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Applicable risks and uncertainties include, among others, the Company’s ability to achieve profitable operations; fluctuations in the market price of SUI and other digital asset tokens that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company or the validity or enforceability of the intellectual property of the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby; risks relating to minority investments in other sectors including financial technology and artificial intelligence; challenges in executing the Company’s treasury diversification strategy; the capabilities and limitations of the SUI blockchain; the risk of nonperformance by borrowers, custodians, service providers and other counterparties (including as a result of security breaches or cyberattacks affecting the Company or its counterparties); the inherent uncertainties associated with the Company’s business strategy; the Company’s ability to remediate the material weakness in its internal control over financial reporting and to maintain effective internal controls; actual or potential conflicts of interest arising from transactions with businesses affiliated with the Company’s officers, directors or significant shareholders; as well as other risks and uncertainties discussed under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Annual Report”), the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026, the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2026 (together, the “Quarterly Reports”), and in other filings made by the Company from time to time with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this filing, except as required by law. The forward-looking statements made in this Report relate only to events as of the date on which the statements are made.