SUI Group Holdings Ltd.
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
SUIG$0.90-6.0%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits
| Exhibit Number | Description |
| 3.1 | Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2013). |
| 3.2 | Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2022). |
| 3.3 | Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025). |
| 3.4 | Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 6, 2025). |
| 3.5 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025). |
| 3.6 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). |
| 4.1 | Form of Pre-Funded Common Stock Purchase Agreement Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.2 | Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.3 | Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.4 | Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.5 | Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.6 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 4.7 | Description of Registrant’s Securities. |
| 10.1† | Executive Employment Agreement with Douglas Polinsky, dated July 31, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). |
| 10.2† | Executive Employment Agreement with Joseph A. Geraci II, dated July 31, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). |
| 10.3† | Stock Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement filed with the SEC on December 15, 2022). |
| 10.4† | Amendment No. 1 to Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023). |
| 10.5 | Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024). |
| 10.6 | Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023). |
| 10.7 | Amendment No. 1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023). |
| 10.8 | Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023). |
| 10.9 | Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2024). |
| 10.10 | Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 18, 2024). |
| 10.11 | Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2025). |
| 10.12 | Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025). |
| 10.13 | Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025). |
| 10.14 | Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025). |
| 10.15 | Form of Securities Purchase Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 10.16 | Placement Agency Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 10.17 | Form of Registration Rights Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 10.18 | Strategic Advisor Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 10.19 | Asset Management Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025). |
| 10.20 | Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and the Sui Foundation (incorporated by reference to Exhibit 10.6 to the Form S-1/A filed with the SEC on August 28, 2025). |
| 10.21 | Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025). |
| 10.22 | Registration Rights Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025). |
| 10.23 | Custodial Services Agreement with BitGo, dated as of July 26, 2025, by and between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd. and BitGo Trust Company, Inc. (incorporated by reference to Exhibit 10.22 to the Registrant’s Form S-1/A filed with the SEC on August 28, 2025). |
| 10.24* | Warrant Agreement, dated July 31, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Dana Wagner. |
| 10.25* | Warrant Agreement, dated January 5, 2026, between Sui Group Holdings Limited and Brian Quintenz. |
| 10.26 | Trademark Licensing Agreement, dated July 31, 2025, by and between the Company and the Sui Foundation |
| 14 | Code of Ethics (incorporated by reference to Exhibit 14 to the registrant’s annual report on Form 10-K filed on March 14, 2022). |
| 19* | Insider Trading Policy. |
| 23.1* | Consent of Independent Registered Public Accounting Firm |
| 31.1* | Section 302 Certification of the Chief Executive Officer. |
| 31.2* | Section 302 Certification of the Chief Financial Officer. |
| 32.1** | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1* | Clawback Policy (incorporated by reference to Exhibit 97 to the registrant’s Amendment No. 1 to the annual report filed on Form 10-K, filed on May 9, 2025). |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith. |
| † | Management contract or compensatory plan or arrangement. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.