SUI Group Holdings Ltd.

NOTE 1 – ORGANIZATION

SUI Group Holdings Limited (the “Company”, or “we”), formerly known as Mill City Ventures III, Ltd., is a Minnesota corporation headquartered in Wayzata, Minnesota. The Company changed its name to SUI Group Holdings Limited on August 26, 2025, following an amendment to its Articles of Incorporation filed with the Office of the Minnesota Secretary of State. This name change and concurrent rebranding marks a change in strategy toward blockchain-native treasury management.

Prior to the rebrand, the Company operated under the name Mill City Ventures III, Ltd.as a publicly traded specialty finance company listed on Nasdaq under the ticker symbol “MCVT”. Its legacy business centered on issuing short-term, collateralized loans to small businesses and individuals, with a focus on generating high-yield returns.

To support the digital asset strategy, the Company completed a $450 million private placement in July 2025 (the “Private Placement”). Following the capital raise, the Company began implementing its SUI treasury strategy, acquiring over 73 million SUI tokens in addition to the 33 million tokens received as in-kind consideration from the Private Placement.

To further institutionalize its position within the Sui ecosystem, the Company formalized its relationship with the Sui Foundation through Digital Asset Purchase and Sale Agreement (“the Foundation Agreement”), under which the Sui Foundation agreed to sell tokens to the Company. This agreement provides formal recognition of the Company as a digital asset treasury company with official backing from the Sui Foundation. In connection with this strategy, the Company changed its ticker symbol to “SUIG” and transitioned its operations to focus on institutional-grade exposure to the SUI digital asset.

The Company’s strategy is to maximize the SUI per-share and support the growth of the Sui ecosystem through scalable, transparent, and long-term value creation strategies. Its common stock remains listed on the Nasdaq Capital Market and continues to be available for options trading on Cboe Global Markets.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

***Basis of presentation:***The accompanying unaudited condensed financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, the foregoing statements contain all adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2025 and December 31, 2024, as well as its results of operations for the three and nine months ended September 30, 2025 and 2024. The condensed balance sheet as of December 31, 2024 has been derived from the audited financial statements as of that date. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts therein. Due to the inherent uncertainty involved in making estimates, actual results in future periods may differ from the estimates.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by rules and regulations of the SEC. Accordingly, the condensed financial statements do not include all information and footnotes required by GAAP for a complete financial statement presentation. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto for the year ended December 31, 2024, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2025, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on May 9, 2025 (the “Annual Report”).

***Change in application of ASC 946:**As discussed in “Note 1 – Organization”, the Company has changed its strategy during the quarter ended September 30, 2025 and as a result the Company will no longer apply the guidance of ASC 946 – Financial Services – Investment Companies.*The Company will account for this change on a prospective basis.

***Use of estimates:***The preparation of financial statements in conformity with GAAP requires management and independent members of the Company’s board of directors (the “Board”) to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

***Cash and cash equivalents:***The Company maintains the cash balances in financial institutions and with regulated financial investment brokers. The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents as of September 30, 2025 include $3,271,853 of USD Coins (USDC), a stablecoin pegged to the U.S. dollar.

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Digital assets: The Company has adopted ASU 2023-08*, Digital Assets*, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets. The standard was adopted prospectively, and no cumulative-effect adjustment was recorded upon adoption.*** ***The Company accounts for its digital assets, including SUI tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible crypto assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated Coinbase as its principal market because it has the greatest volume and level of activity of SUI for determining the fair value of SUI tokens.

The activity from remeasurement of digital assets at fair value is reflected in the statements of operations within Unrealized gain/loss on digital assets. Realized gains and losses from the derecognition of digital assets would be included in the Realized gain/loss on digital assets in the statements of operations. Although the Company has not disposed of any digital assets during the reporting period, in the event that there are disposals in the future, the Company will use the specific identification method to calculate the realized gains/losses on digital assets.

Sales and purchases of digital assets are reflected as cash flows from investing activities in the statement of cash flows. Contributions of digital assets received as part of the consideration received are presented as noncash investing and financing activities in the statements of cash flows.

***Valuation of portfolio investments:***In connection with the change in accounting methods from ASC 946 - Financial Services - Investment Companies, the Company ceased applying investment company accounting and transitioned to accounting standards applicable to operating entities, in light of the change in its business model. Concurrently, the Company elected to apply the fair value option under ASC 825 - Financial Instruments, as it relates to the portfolio investments.

The change in accounting policy has been applied prospectively from the date of the election of ASC 825 – Financial Instruments. Portfolio investments are valued in accordance with ASC Topic 820 - Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, portfolio investments are measured at fair value as determined by the Board, based on, among other things, the input of our executive management, the Audit Committee of the Board, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of the Company’s portfolio investments, but in all cases consistent with our written valuation policies and procedures.

Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these portfolio investments existed, and these differences could be material. In addition, such portfolio investments are generally less liquid than publicly traded securities. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize significantly less than the value at which it has been recorded.

Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring portfolio investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. These are discussed in “Note 5 – Fair Value of Portfolio Investments”.

***Revenue recognition - SUI staking revenue:***Beginning in August 2025, the Company engaged in SUI staking activities. This can include native staking, liquid staking and restaking. The Company has entered into separate contractual agreements with various third-party entities to facilitate its SUI staking activities and has only engaged in native staking during the third quarter of 2025. The Company intends for staking to become a primary revenue generation strategy of the Company within the current fiscal year.

The Company earns revenue primarily through staking activities involving its digital asset holdings. Under its treasury strategy, the Company delegates certain digital assets, including SUI tokens, to third-party validator nodes to participate in proof-of-stake blockchain protocols. These arrangements support the operation and security of the underlying blockchain networks and generate staking rewards as compensation.

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company evaluated whether it acts as a principal or an agent in these arrangements. The specified service in staking is the performance of validation activities, which are executed by the validator infrastructure. The validator is selected by the blockchain protocol to perform transaction validation and is responsible for operating the necessary hardware and software, bearing the associated operational and investment risks.

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Although the Company retains ownership and custody of the staked digital assets and receives staking rewards directly from the blockchain protocol, it does not control or perform the validation service. Based on the control and performance obligation criteria under ASC 606 - Revenue from Contracts with Customers, the Company concluded that it does not control the specified service prior to its transfer to the customer. As such, the Company acts as an agent in these arrangements.

Accordingly, staking rewards in the form of SUI tokens are recognized on a net basis as non-cash consideration for staking activities, measured at the fair value of the digital assets at the inception of the day the rewards are earned, reflecting only the portion attributable to the Company for delegating its tokens.

Stock-based compensation: The Company’s stock-based compensation consists of stock options and warrants issued to certain employees, non-employees and directors of the Company. The Company recognizes compensation expense based on an estimated grant date fair value using the Black-Sholes option-pricing model or Monte Carlo simulation. If the factors change and different assumptions are used, the Company’s stock-based compensation expense could be materially different in the future. The Company recognizes stock-based compensation expense for these options and warrants on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as they occur.

**Warrants:**The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480 – Distinguishing Liabilities from Equity, meet the definition of a liability pursuant to ASC 480 – Distinguishing Liabilities from Equity, and whether the instruments meet all of the requirements for equity classification under ASC 815 – Derivatives and Hedging, including whether the instruments are indexed to the Company’s own shares of common stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

NOTE 3 – DIGITAL ASSETS

On July 27, 2025, the Company entered into the Foundation Agreement with the Sui Foundation. Under the Foundation Agreement, the Company acquired 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025.

The SUI tokens acquired under the Foundation Agreement (the “Foundation Agreement Tokens”) are subject to contractual sales and transfer restrictions for a period of twenty-five months following July 31, 2025 (the “Restricted Period”). During the Restricted Period, the Company is prohibited from selling, transferring, or otherwise disposing of the Foundation Agreement Tokens. However, the Company may stake the Foundation Agreement Tokens on the SUI network to participate in network validation and earn staking rewards. The contractual restrictions are scheduled to expire on July 31, 2027, at which time the Company will obtain full transferability of the Foundation Agreement Tokens. The Foundation Agreement also grants the Company certain preemptive rights to purchase additional SUI tokens at 85% of the prevailing market prices during the Restricted Period. No other events or circumstances under the Foundation Agreement would permit the early release or modification of the restrictions.

The total purchase price of the Foundation Agreement tokens was $140,000,000 reflecting a discount of $24,705,882. The 15% discount on the acquisition of the Foundation Agreement Tokens is recorded as deferred income within liabilities in the balance sheet and is recognized as an increase to unrealized gain or a reduction to unrealized loss on digital asset investments using the straight-line method over the two-year restriction period ending July 2027, which corresponds to the period during which the transfer restrictions lapse and any related obligations are satisfied. As of September 30, 2025, the current deferred income liability of $11,858,824 and the long term deferred income liability of $10,870,588 related to the remaining balance of the deferred income associated with discount on the acquisition of the Foundation Agreement Tokens. For the nine months ended September 30, 2025, the Company recognized amortized deferred income of $1,976,471 as a reduction to unrealized loss on digital asset investments.

The following table presents the activities in digital assets for the period ended September 30, 2025:

Digital assets are measured at fair value on a recurring basis in accordance with ASC 820,Fair Value Measurement, using a quoted prices in active markets (Level 1 inputs).

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For the nine months ended September 30, 2025, we incurred $437,736 in asset and strategic management fees under our strategic and asset management arrangements. These fees were calculated based on a tiered schedule applied to our average daily Assets Under Management (AUM), which includes SUI, cash, and cash equivalents, but excludes assets related to our short-term lending business.

NOTE 4 – PORTFOLIO INVESTMENTS

The following table shows the composition of our portfolio investments by major class, at amortized cost and fair value, as of September 30, 2025 (together with the corresponding percentage of the fair value of our total portfolio investments):

The following table shows the composition of our portfolio investments by major class, at amortized cost and fair value, as of December 31, 2024 (together with the corresponding percentage of the fair value of our total portfolio investments):

NOTE 5 – FAIR VALUE OF PORTFOLIO INVESTMENTS

The following table presents the fair value measurements of our portfolio investments by major class, as of September 30, 2025, according to the fair value hierarchy:

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The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2024, according to the fair value hierarchy:

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the nine months ended September 30, 2025:

The net change in unrealized depreciation for the nine months ended September 30, 2025 attributable to Level 3 portfolio investments still held as of September 30, 2025 was $274,168.

The following table lists our Level 3 portfolio investments held as of September 30, 2025 and the unobservable inputs used to determine their valuation:

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2024:

The net change in unrealized depreciation for the year ended December 31, 2024 attributable to Level 3 portfolio investments still held as of December 31, 2024 was $83,496.

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The following table lists our Level 3 portfolio investments held as of December 31, 2024 and the unobservable inputs used to determine their valuation:

NOTE 6 – RELATED-PARTY TRANSACTIONS

The Company maintains a conflict of interest and related-party transactions policy requiring (i) certain disclosures be made to the Board in relation to situations where officers, directors, significant shareholders, or any of their affiliates may enter into transactions with the Company, and (ii) certain disclosures appear in the reports prepared and filed with the SEC. During the third quarter of 2025, the Company did not enter into, and was not party to, any related-party transactions.

NOTE 7 – INCOME TAXES

Presently, the Company is a C-Corporation for tax purposes and have booked an income tax provision for the periods described below. Our tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate.

As of September 30, 2025 and December 31, 2024, the Company had a deferred tax asset of $18,692,000 and $770,000, respectively. As of September 30, 2025, our net deferred tax asset consisted of foreign tax credit carryforwards, unrealized investment gain/loss, unrealized digital asset gain/loss, non-qualified stock option expenses, capital loss carryforwards, and depreciable assets. Our determination of the realizable deferred tax assets and liabilities requires the exercise of significant judgment, based in part on business plans and expectations about future outcomes.

As of September 30, 2025 and December 31, 2024 the Company had accrued taxes of $945,715 and $147,200, respectively. The Company recorded a decrease in income taxes of $16,871,000 (28% effective tax rate) and an increase of income taxes of $426,000 (27% effective tax rate) during the nine months ended September 30, 2025 and September 30, 2024, respectively. The deferred tax rate changed from 26.52% as of December 31, 2024 to 28.00% as of September 30, 2025 due to changes in state apportionment.

NOTE 8 – STOCK-BASED COMPENSATION

Options

The following table summarizes the activity for all stock options outstanding for the nine months ended September 30, 2025:

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The following table summarizes additional information about stock options outstanding and exercisable at September 30, 2025:

The Company recognized stock-based compensation expense for stock options of $0 for each of the nine months ended September 30, 2025 and 2024, respectively.

Warrants

At the closing of the Private Placement (see “Note 9 – Shareholders’ Equity”), the Company issued the following compensatory warrants with a five-year term to purchase its common stock as follows:

(i) Warrants to Karatage Opportunities (“Karatage”), to purchase 3,113,469 shares of common stock (the “Lead Investor Warrants”) that vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to Karatage providing services under a strategic advisor agreement.

(ii) Warrants to certain members of the management of the Company to purchase 1,245,388 shares of common stock (the “Management Warrants”) that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to the relevant holders still being employed by the Company.

(iii) Warrants to certain advisors of the Company to purchase 207,565 shares of common stock (the “Advisor Warrants”) that are fully vested at issuance.

(iv) Warrants to purchase up to 3,113,469 shares of common stock (the “Placement Agent Warrants”) to the Placement Agent in connection with their services under Placement Agent Agreement that are fully vested at issuance.

(v) Warrants to purchase 207,565 shares of common stock (the “Director Warrant”) issued to a member of our Board subject that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject continued service.

The following table summarizes the key terms of all warrants issued as compensation:

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All of the above warrants meet equity classification criteria and will be recognized based on the issue date fair value. For the three months ended and nine months ended September 30, 2025, the Company recognized a total stock-based compensation expense of $2,261,737 associated with the warrants, except for the Placement Agent Warrants. The fair value of the Placement Agent Warrants was $10,928,276 and is accounted for as a non-cash equity issuance cost, recognized net of the cash proceeds from for the share of common stock issued in the Private Placement. As of September 30, 2025, there was $13,598,174 of unrecognized compensation cost related to nonvested warrants to be recognized over a weighted average period of 1.70 years.

The following table summarizes warrant activity for the period ended September 30, 2025:

The weighted average issue date fair value per share for the warrants issued in 2025 is $3.40. The following table summarizes the assumptions used to calculate the issue date fair value of the warrants issued on July 27, 2025:

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NOTE 9 – SHAREHOLDERS’ EQUITY

Private Placement

On July 31, 2025, the Company completed the Private Placement of 75,881,625 shares of common stock at an offering price of $5.42 per-share, and pre-funded warrants to purchase up to 7,144,205 shares of common stock at an offering price of $5.4199 per pre-funded warrant, exercisable at a per-share price of $0.0001. On July 31, 2025, the Company consummated the offer and sale of its securities pursuant to the securities purchase agreement, dated as of July 27, 2025, by and among the Company and the investors identified on the signature pages thereto. The transaction was settled through a combination of cash, cash equivalent, and digital assets, resulting in net cash and cash equivalent proceeds of $280,338,071, net of issuance costs, and the receipt of approximately $137,541,272 million in SUI tokens contributed in-kind by certain investors as part of their investment consideration.

The Company also issued warrants (the “Foundation Investor Warrants”) to the Sui Foundation, to purchase 3,113,468 shares of common stock as follows: (i) 1,245,387 shares of common stock at an exercise price of $5.42 per-share; (ii) 1,245,387 shares of common stock at an exercise price of $5.962 per-share; (iii) 415,129 shares of common stock at an exercise price of $6.504 per-share; and (iv) 207,565 shares of common stock at an exercise price of $7.046 per-share. The Foundation Investor Warrants will vest over a 24-month period starting six months from the issue date in four equal installments (being 25% every six months).

The Company also issued warrants (the “Pre-Funded Warrants”) to certain investors involved in the Private Placementto purchase 7,144,205 shares of common stock at an exercise price of $0.0001 per-share with a purchase price of $5.4199 for one Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants issued in the Private Placement are exercised in full. The Pre-Funded Warrants issued to certain investors in the Private Placement included provisions that restrict the holder from exercising any portion of the warrants to the extent that, following such exercise, the holder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding common stock. At the holder’s election this threshold may be increased to 9.99%. Additionally, upon providing at least 61 days’ prior written notice to the Company, the holder may further increase the beneficial ownership limitation up to 19.99% of the Company’s outstanding common stock immediately following the exercise.

The Pre-Funded Warrants and the Foundation Investor Warrants are classified in equity. Net proceeds received in the private placement were allocated to the common stock, the Pre-Funded Warrants, the Placement Agent Warrants disclosed below, and the Foundation Investor Warrants on a relative fair value basis.

2022 Public Offering

In connection with a public offering completed in 2022, the Company issued a five-year warrant to the underwriter to purchase up to 75,000 shares of common stock at an exercise price of $5.00 per-share. The warrant became exercisable 180 days after issuance and expires on August 8, 2027. During the three months ended September 30, 2025, the underwriter exercised the warrant for 71,531 shares of common stock for an aggregate exercise price of $357,655. As of September 30, 2025,3,469 shares remained outstanding under the warrant.

Placement Agency Agreement** **

On July 27, 2025, and in connection with the Private Placement, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. agreed to serve as the exclusive placement agent in connection with the Private Placement. Under the terms of the Placement Agency Agreement, the Company paid A.G.P. a cash fee of $18,000,000. The Company also issued the Placement Agent Warrants to A.G.P. to purchase up to 3,113,469 shares of common stock (equal to 3.75% of the securities sold in the Private Placement). The Placement Agent Warrants will become exercisable six months following the issuance date of July 31, 2025 and will be exercisable for a period of five years following the issuance date, at an exercise price of $5.962 per-share. In addition, the Company reimbursed A.G.P. for accountable expenses in an amount of $200,000 for its legal fees in connection with the Private Placement, as well as non-accountable expenses incurred by A.G.P. for up to $25,000 in connection with the Private Placement. The related fees associated with the Placement Agency Agreement are recorded against the net proceeds from the Private Placement.

Common Stock Purchase Agreement** **

On August 1, 2025, the Company entered into a Common Stock Purchase Agreement(the “Purchase Agreement”) with A.G.P., granting the Company the right, but not the obligation, to direct A.G.P. to purchase up to the lesser of $500.0 million in aggregate gross proceeds or a number of shares not to exceed 19.99% of the Company’s outstanding common stock as of August 1, 2025, unless shareholder approval is obtained to exceed such threshold. The Company also entered into a Registration Rights Agreement with A.G.P. on the same date, pursuant to which it agreed to file a resale registration statement with the SEC covering the shares issuable under the Purchase Agreement.

As of September 30, 2025, no shares have been issued under the Purchase Agreement. Sales of common stock under the Purchase Agreement, if any, will be made at a per-share purchase price equal to no less than 95% of the volume-weighted average price over a specified period, as set forth in the Purchase Agreement. Proceeds from any such sales will be used as described in the related registration statement and any applicable prospectus supplements.

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Strategic Advisor Agreement

On July 27, 2025 (the “SAA Effective Date”), the Company entered into a Strategic Advisor Agreement (the “Strategic Advisor Agreement”) with Karatage to expand and diversify the Company’s business operations through the integration of cryptocurrency and digital asset strategies in both its product offerings and as part of its treasury management strategy. Pursuant to the Strategic Advisor Agreement, Karatage will provide the Company with technical advisory services regarding the digital asset ecosystem, including SUI and related technologies, developments in the digital asset and crypto gaming industries, the selection of third-party vendors with respect to asset management and related digital asset services, and other strategic advice regarding the Company’s digital assets treasury operations.

The Company will pay Karatage a tiered asset-based fee ranging from 0.0% to 0.80% per annum of the assets managed by the Company or an asset manager engaged by the Company, excluding the assets of the Company’s short term lending business.

The Strategic Advisor Agreement will, unless earlier terminated in accordance with its terms, continue in effect for a period of ten years beginning on the SAA Effective Date and will automatically renew for successive periods of five years, subject to the mutual agreement between the parties (the “Term”). Either the Company or Karatage may terminate the Strategic Advisor Agreement for cause immediately upon written notice if the other party: (i) materially breaches the Strategic Advisor Agreement; and (ii) fails to cure such breach within 30 days after receiving written notice of the breach. If the Strategic Advisor Agreement is terminated by the Company for cause or by Karatage other than for cause, Karatage will cease providing such technical advisory services and the Company will pay Karatage any fees due and payable under the Strategic Advisor Agreement up to the date of termination, provided that if the Strategic Advisor Agreement is terminated by the Company for any other reason or by Karatage for cause, Karatage will cease providing such technical advisory services and the Company will pay Karatage any fees that would be due and payable under the Strategic Advisor Agreement for the remainder of the Term as if the Strategic Advisor Agreement had not been terminated.

Stock Repurchase Program

During the nine months ended September 30, 2025, the Company repurchased a total of 917,251 shares of common stock for $3,209,394(of which 595,039 shares of common stock were acquired during the three months ended September 30, 2025, completing its previously authorized $2.0 million stock repurchase program and utilizing $1.2 million of the new $50 million stock repurchase program approved by the Board on September 15, 2025.

As of September 30, 2025,276,296 shares had been repurchased under the new $50 million authorization for $1,209,398.

NOTE 10 – PER-SHARE INFORMATION

Basic net gain (loss) per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted net gain (loss) per common share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period calculated using the treasury stock method. The Treasury Stock method assumes that the proceeds received upon exercise of stock options are used to repurchase stock at the average market price during the period, thereby increasing the number of shares to be added in computing diluted earnings per share. A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain (loss) per common share is set forth below:

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For the three and nine months ended September 30, 2025, the following instruments were excluded due to being anti-dilutive:

The Pre-Funded Warrant shares of 5,628,727 are included in the computation of basic and diluted net loss per share for the three and nine months ended September 30, 2025, as the Pre-Funded Warrants are exercisable for nominal consideration.

NOTE 12 – SEGMENT

The Company has one reportable operating segment, which is a digital asset platform focused on maximizing SUI per share value and advancing the SUI ecosystem. The legacy financing solutions business is not considered a separate reportable segment, as the Company’s segment reporting has been to reflect the Company’s current strategic and operational decision-making.

The Company’s chief operating decision makers (“CODM”), are the Company’s Chairman and the Chief Investment Officer, who, together, manage the Company’s operations on a consolidated basis as one operating segment for the purpose of evaluating financial performance and allocating resources.

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. The CODMs use revenue, unrealized gain/loss on SUI and operating income to assess performance and allocate resources. The significant segment expense categories regularly provided to the CODMs are the same as those included on the condensed statements of operations. The measure of segment assets is total assets as reported on the balance sheets.

NOTE 13 – SUBSEQUENT EVENTS

On September 29, 2025, the Company entered into a Master Digital Currency Loan Agreement with Galaxy Digital LLC (“Galaxy Digital”) (the “Galaxy Digital Loan Agreement”). Under the Galaxy Digital Loan Agreement, the Company may, from time to time, lend digital assets and/or U.S. dollars to Galaxy Digital. The Galaxy Digital Loan Agreement provides for both open loans (callable at any time) and term loans (with fixed maturity dates), subject to negotiated loan term sheets. The initial term of the Galaxy Digital Loan Agreement is one year, automatically renewable unless terminated with notice. Pursuant to the Galaxy Loan Agreement, the Company transferred 961,550 SUI tokens on October 8, 2025.

In October 2025, the Company entered into a Digital Currency Loan Agreement with BlueFin Labs Inc., a Panama-based company (“BlueFin Labs”) (the “BlueFin Agreement”). Under the BlueFin Agreement, the Company loaned 2,000,000 SUI tokens to BlueFin Labs for a term of three years, automatically renewable unless terminated under specified conditions. BlueFin Labs will pay the Company a loan fee equal to 5% of BlueFin Dex revenues, payable in SUI tokens. The BlueFin Agreement permits BlueFin Labs to use, pledge, or transfer the loaned SUI tokens at its discretion.

Management has evaluated subsequent events through the date of issuance of this Form 10-Q and concluded that the above agreements represent material subsequent events requiring disclosure but do not require adjustment to the financial statements as of September 30, 2025.

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