SUI Group Holdings Ltd.
For the period ended Mar 31, 2026. Filed May 8, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
SUIG$0.99+6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001654954-25-012949
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001654954-26-004627
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 78 current paragraphs.
15 unchanged; 26 reworded; 37 added; 46 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (37)
Current report
Beginning in 2025, the Company undertook a strategic shift in its business model to establish a digital asset treasury strategy focused on holding and managing SUI tokens, the native cryptocurrency of the SUI blockchain (“SUI”). Under this strategy, SUI has become the principal asset held in the Company’s treasury. In connection with this shift, the Company entered into a strategic relationship with the Sui Foundation, an independent organization supporting the development and adoption of the SUI network, pursuant to which the Company acquired SUI tokens and participates in staking and other protocol‑level activities.
Current report
The Company’s strategy is centered on maximizing SUI per‑share value while supporting the broader growth of the SUI ecosystem. To execute this strategy, the Company acquires SUI tokens through a combination of open‑market purchases, negotiated transactions, and other institutional‑grade sourcing arrangements, including an agreement with the Sui Foundation. In addition to holding SUI, the Company seeks to enhance the productivity of its SUI holdings through protocol‑level activities, including staking. During the three months ended March 31, 2026, the Company also engaged in selective decentralized finance (“DeFi”) activities, including liquid staking, protocol-level deployments, stablecoin-related arrangements conducted through third‑party platforms operating on the SUI blockchain. Subsequent to March 31, 2026, the Company unwound all of its DeFi activities and recovered all amounts involved therein in response to security incidents affecting certain DeFi ecosystems.
Current report
As of March 31, 2026, the Company held approximately 93.7 million SUI tokens in our treasury, representing $81.8 million in digital assets. The SUI tokens together with the underlying SUI in the digital asset receivables, but excluding the SuiUSDe in the Ember Protocol equates to approximately 1.34 SUI per share of Common Stock and pre-funded warrants outstanding. The Company actively manages its digital asset holdings to balance liquidity requirements, risk exposure, and return objectives, including the use of third‑party asset managers to deploy portions of its holdings into approved blockchain‑native strategies during the three months ended March 31, 2026, all of which were unwound subsequent to quarter-end.
Current report
The Company’s principal sources of income currently include staking rewards from our SUI holdings, yield earned from deployed digital assets, realized and unrealized gains or losses on digital assets, and rewards associated with participating in blockchain protocol, and, to a lesser extent, income or valuation changes from other investments. The Company continues to hold the legacy lending assets, which generate interest and fee income; however, they represent a reduced share of the Company’s overall asset base and results of operations compared to prior periods.
Current report
In addition to staking, we selectively deployed portions of our SUI holdings into Defi arrangements through a third-party asset manager during the three months ended March 31, 2026. These activities included Defi lending and liquid staking strategies on SUI blockchain‑native protocols, as well as subsequent deployment of liquid staking tokens into additional Defi platforms. In connection with these activities, the Company recorded digital asset receivable representing its contractual rights to the economic value of assets deployed and related yield. These arrangements are intended to generate incremental returns while supporting liquidity and activity within the SUI ecosystem. After the reporting period, the Company unwound all of its DeFi activities and recovered all amounts involved therein.
Current report
We have also participated in ecosystem initiatives related to the deployment and promotion of SUI‑native stablecoins (“SuiUSDe”) in partnership with third‑party platforms and SUI Foundation‑supported programs. These initiatives are intended to support on‑chain liquidity, transactional use cases, and broader adoption of the SUI network. To date, these activities are primarily strategic in nature and are designed to support ecosystem growth rather than serve as a primary source of near‑term revenue.
Current report
Our SUI treasury strategy is supported by our official relationship with the Sui Foundation, an independent organization dedicated to the development and adoption of the SUI ecosystem. We believe this relationship, together with our active participation in staking, lending, and other protocol‑level activities, positions us to benefit from continued expansion of the SUI network while providing shareholders with exposure to SUI through a publicly traded corporate structure.
Current report
INVESTMENT ACTIVITY
Current report
Digital lending interest income
Current report
During the three months ended March 31, 2026, our digital lending interest income was $70.4 thousand, compared to none for the three months ended March 31, 2025. This pertains to the interest income on digital asset lent to the borrowers, as well as yield earned on deployed digital assets as digital asset receivable. Additional information regarding these arrangements is included in Note 4 — Digital Asset Loan Receivable and Note 5 — Digital Asset Receivable to the accompanying unaudited condensed financial statements. Due to the change in operations to our SUI strategy, there was no lending income for the three months ended March 31, 2025.
Current report
Investment income
Current report
During the three months ended March 31, 2026, and 2025, we had professional fees expense amounting to $1.8 million and $0.1 million, respectively. The increase was driven primarily by higher professional costs associated with the Company’s strategic transition and expanded public-company activities, including professional fees related to recruiting, accounting and audit‑related services, marketing and public relations in connection with the Company’s rebranding and investor communications, and legal fees related to SEC reporting and regulatory compliance.
Current report
Compensation expense
Current report
During the three months ended March 31, 2026, and 2025, we had compensation expense amounting to $0.5 million and $0.2 million, respectively. The increase was primarily to the appointment of three new directors in connection with the Company’s strategic transition.
Current report
Unrealized loss on digital assets and receivable
Current report
Realized loss on digital assets
Current report
During the three months ended March 31, 2026, we recognized a realized loss of $34.9 million compared to $0 during the three months ended March 31, 2025. The realized loss in the current period reflects the transfer of 11,900,024 SUI tokens to Galaxy Digital, in its capacity as the Company’s asset manager, to deploy the tokens in connection with blockchain protocol participation and stablecoin-related strategies, including selective decentralized finance activities. The transfer resulted in the derecognition of the transferred digital assets from the Company’s balance sheet, as the assets were no longer directly controlled or held by the Company. Accordingly, the difference between the carrying value of the digital assets transferred and the fair value at the time of transfer was recognized as a realized loss. Additional information regarding these arrangements is included in Note 5 — Digital Asset Receivable to the accompanying unaudited condensed financial statements. Due to the change in operations to our SUI strategy, there were no realized gains or losses for the three months ended March 31, 2025.
Current report
Net realized and unrealized gain/loss on investment
Current report
During the three months ended March 31, 2026, net realized and unrealized loss on investment of $11.2 million was recognized within other income, primarily reflecting downward fair value adjustments on certain legacy investment and loan-related positions due to increased credit risk and uncertainly arising from borrower delinquencies, and refinancing delays which outwaited mitigating factors such as guarantor support and prior repayment history as of March 31, 2026.
Current report
Impairment of digital asset receivable
Current report
During the three months ended March 31, 2026, the Company recognized impairment charges of $1.4 million on its digital asset receivable, primarily attributable to declines in the fair value of SUI below the cost basis of certain receivable positions held with DeFi protocols. No such impairment was recognized during the three months ended March 31, 2025, as the Company did not hold digital asset receivable during the comparable prior-year period.
Current report
Provision for credit losses
Current report
During the three months ended March 31, 2026, the Company recognized a provision for credit losses of $1.2 million compared to $0 for the three months ended March 31, 2025. The increase was primarily attributable to the establishment of credit loss estimates associated with the Company's receivable positions. No comparable provision was recognized during the three months ended March 31, 2025, as these arrangements were not in place during the prior-year period.
Current report
Other general and administrative
Current report
During the three months ended March 31, 2026, and 2025, we had other general and administrative expenses amounting to $0.1 million and $20.1 thousand, respectively. The increase was due to additional custody fees incurred due to digital asset activity increases.
Current report
Cash flows used in or provided by operating activities are affected primarily by net income or loss, adjusted for non-cash items including realized and unrealized loss on digital assets and investment, stock-based compensation, and changes in working capital.
Current report
For the three months ended March 31, 2026, net cash used in operating activities was $1.8 million, compared to $3.6 million for the three months ended March 31, 2025. The decrease in net cash used in operating activities period over period was driven primarily by differences in accounting classification and non-cash adjustments between the periods.
Current report
Although the Company generated a net loss of $65.1 million during the three months ended March 31, 2026, operating cash flows were favorably impacted by non‑cash items, including $53.5 million of realized and unrealized losses on digital assets and digital asset receivable, $2.0 million of stock-based compensation expense, $1.4 million of impairment of digital asset receivable, and a $11.2 million net realized loss on investments. These non‑cash losses reduced net income but did not result in corresponding cash outflows during the period. Because two of the Company’s short-term loan receivable assets are presently non-performing, management expects that the Company will in future periods likely obtain less cash flow from those assets than anticipated and expected in comparison with prior periods. By comparison, during the three months ended March 31, 2025, the Company generated net income of $0.5 million, but cash used in operating activities was higher due primarily to cash outflows associated with purchases of investments, which were classified as operating activities under the Company’s former accounting treatment as an investment company under ASC 946.
Current report
Cash flows used in investing activities are affected primarily by purchases and dispositions of digital assets and investments. For the three months ended March 31, 2026, net cash used in investing activities was $15.1 million, compared to $0 during the three months ended March 31, 2025. Cash used in investing activities during the current period was primarily attributable to purchases of SuiUSDe under the Company’s SUI treasury strategy, as well as new investments in equity securities.
Current report
For the three months ended March 31, 2026, net cash provided by financing activities was $0, compared to $0.6 million of cash used in financing activities during the three months ended March 31, 2025. Cash used in financing activities during the three months ended March 31, 2025 related primarily to the repurchase of shares of the Company’s common stock pursuant to the Company’s stock repurchase program.
Current report
As of March 31, 2026, we had cash and cash equivalents of $5.0 million, a decrease of $17.0 million from $22.0 million as of December 31, 2025. The decrease was driven primary by cash outflows related to purchases of SuiUSDe and other investing activities during the period.
Current report
To support our ongoing liquidity and capital needs, we also have access to additional financing under the equity line of credit established pursuant to our purchase agreement with A.G.P./Alliance Global Partners (“A.G.P.”). Subject to the terms and conditions of the agreement, we may, from time to time at our discretion, direct A.G.P. to purchase shares of our Common Stock, providing us with a flexible source of capital to fund operations or strategic initiatives. Any sales of Common Stock under the agreement will be made at our discretion and are subject to customary limitations, including share volume restrictions and conditions relating to market pricing and effectiveness of our registration statement. The A.G.P. purchase agreement provides additional optional capacity up to $500 million that we may utilize if needed to supplement liquidity.
Current report
Management believes our existing liquidity sources, together with the cash general from operations, will be sufficient to meet our liquidity needs in the short and long term. However, we recognize that a significant portion of our assets consist of SUI tokens, which are less liquid than cash and cash equivalents. As of March 31, 2026, approximately 99% of our SUI holdings are staked and subject to a one-day unbonding period, which may limit our ability to rapidly access liquidity from these assets. While we view our SUI holdings as long term strategic assets and do not currently expect to need to sell SUI to meet our operating liquidity requirements over the next twelve months, we may periodically sell SUI for general corporate purposes, including to generate cash for treasury management, acquisitions, or strategies that generate tax benefits in accordance with applicable law.
Current report
In the short term, we expect to meet our operating expenses, investment activities, and working capital needs through our existing cash and cash equivalents and cash generated from operations.
Current report
We do not have material contractual obligations that we believe would impair our ability to meet our liquidity needs or otherwise impact our short- or long term financial condition. Our existing contractual arrangements, including our strategic advisory agreement with Karatage, advisory agreement with the Sui Foundation and agreements with key executives are not expected to materially affect our liquidity.
Current report
In the long term, our liquidity will depend on our ability to generate cash from operations, the performance and realizable value of our SUI holdings, and our ability to access capital markets or secure additional financing arrangements.
Current report
Summary cash flow data is as follows:
Removed paragraphs (46)
Previous report
We recently undertook a strategic shift by launching the industry’s first SUI treasury strategy, under which the principal holding in our treasury reserve on the balance sheet is allocated to the native cryptocurrency of the SUI blockchain (commonly referred to as “SUI”). Since the launch of our digital asset treasury strategy, we have established the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation, an independent organization dedicated to the advancement and adoption of the SUI network.
Previous report
We are executing on this opportunity by acquiring SUI tokens through open-market purchases, institutional-grade deal flow typically reserved for crypto funds, and a negotiated purchase agreement with the Sui Foundation. This structure enables broader investor access to SUI through a regulated, publicly traded vehicle. As the only SUI treasury with Sui Foundation support, we believe that we are uniquely positioned to capitalize on technology trends and ecosystem growth relating to SUI, while providing regulated, liquid, and institutional-grade access to blockchains designed for scalability and global adoption.
Previous report
As of September 30, 2025, we held 106 million SUI tokens in our treasury, representing $344.5 million in digital assets. This equates to approximately 1.19 SUI per-share of common stock and Pre-Funded Warrants outstanding. Substantially almost all of these holdings continue to be staked, generating an annualized yield of approximately 2.2%. These assets reflect our strategic commitment to the SUI blockchain infrastructure and serve as a flexible source of liquidity for future acquisitions and operational portfolio investments.
Previous report
Our principal sources of income now include staking rewards from our SUI holdings, realized and unrealized gains or losses on digital assets, and rewards earned through protocol participation. We actively monitor market conditions and developments across blockchain protocols to optimize yield and asset performance. Legacy income streams from interest and fees on short-term loans and remain part of our portfolio, although they represent a smaller portion of our overall financial profile.
Previous report
On September 19, 2025, our shareholders approved all proposals presented at the annual meeting, including amendments to the equity incentive plan and board composition. These changes are expected to enhance our corporate governance and better align executive compensation with shareholder interests.
Previous report
Table of Contents
Previous report
For the three months ended September 30, 2025, we earned $1 million in staking rewards, representing 287,599 SUI tokens generated from substantially all tokens staked.
Previous report
Our treasury strategy is designed for scale, transparency, and long-term value creation, and is supported by our official relationship with the Sui Foundation. We believe this alignment positions us uniquely as the only publicly traded company with institutional-grade exposure to the SUI blockchain.
Previous report
PORTFOLIO INVESTMENT ACTIVITY
Previous report
Our portfolio composition by major class, based on fair value at September 30, 2025, was as follows:
Previous report
FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS OF OPERATIONS AND MATERIAL TRENDS
Previous report
Strategic Shift
Previous report
Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, due to the recent strategic shift from our legacy finance business toward blockchain-native treasury management. As a result, the periods presented in our historical financial statements may not be comparable to one another and our future results of operations and financial results may differ.
Previous report
Table of Contents
Previous report
Price of SUI
Previous report
Our treasury management business is expected to be heavily dependent on the price of SUI tokens, which has historically experienced significant volatility. As of September 30, 2025, we held 106 million SUI tokens, valued at $344.5 million based on a market price of $3.26 per token. SUI is valued at fair value at the end of each reporting period, with changes in fair value recognized in net income. As a result, fluctuations in the price of SUI may significantly impact our results of operations*.*
Previous report
Staking rewards are recognized as income when earned and are valued based on the market price of SUI at the time earned. These rewards enhance the productivity of our digital asset treasury while maintaining exposure to the underlying token. We continue to monitor validator performance, protocol-level developments, and infrastructure improvements to optimize staking efficiency and security.
Previous report
Portfolio Investment Income
Previous report
For the three months ended September 30, 2025, our total portfolio investment income was $0, compared to $711,022 for the three months ended September 30, 2024. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946. Accordingly, portfolio investment income for the three months ended September 30, 2025, is classified within other income and totaled $1,621,044. The overall change reflects a higher average portfolio loan rate of 20.5%, in addition to an increase in origination fees on current loan portfolio extensions.
Previous report
Table of Contents
Previous report
For the three months ended September 30, 2025, we had a $516,645 professional fees expense. For the three months ended September 30, 2024, we had a $190,369 professional fees expense. The increase was due to the increased professional costs related to our new strategy.
Previous report
For the three months ended September 30, 2025, stock-based compensation amounted to $2,261,737, an increase of $2,261,737 from the three months ended September 30, 2024. The increase was attributable to compensatory expenses incurred in connection with the issuance of warrants pursuant to the $450 million private placement (the “Private Placement”) to our advisor, lead investor, management and director, as discussed in “Note 8 – Stock-Based Compensation” of our condensed financial statements.
Previous report
These arrangements support our digital asset treasury strategy, including discretionary investment management, staking operations, protocol-specific guidance, and infrastructure alignment. We expect advisory fees to scale with AUM and remain aligned with our long-term strategy to deliver institutional-grade exposure to the SUI blockchain.
Previous report
Unrealized Loss on Digital Assets
Previous report
Net realized and unrealized gain on portfolio investment
Previous report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Previous report
Table of Contents
Previous report
SUI Staking Revenue
Previous report
Staking rewards are recognized as income when earned and are valued based on the market price of SUI at the time earned. These rewards enhance the productivity of our digital asset treasury while maintaining exposure to the underlying token. We continue to monitor validator performance, protocol-level developments, and infrastructure improvements to optimize staking efficiency and security.
Previous report
Portfolio Investment Income
Previous report
For the nine months ended September 30, 2025, our total portfolio investment income was $1,726,061, compared to $2,432,318 for the nine months ended September 30, 2024. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the three months ended September 30, 2025. As a result of this change, portfolio investment income recognized during the first two quarters of 2025 continues to be presented within revenue, while portfolio investment income recognized in the current quarter is presented within other income and totaled $1,621,044. The overall fluctuation of $914,787 reflects a higher average portfolio loan rate of 20.5%, in addition to an increase in origination fees on current loan portfolio extensions.
Previous report
Professional Fees
Previous report
For the nine months ended September 30, 2025, we had $758,065 professional fees expense. For the nine months ended September 30, 2024, we had $502,838 professional fees expense. The increase was due to the increased professional costs related to our new strategy.
Previous report
Stock-based compensation
Previous report
Asset and Strategic Management Fees
Previous report
These arrangements support our digital asset treasury strategy, including discretionary investment management, staking operations, protocol-specific guidance, and infrastructure alignment. We expect advisory fees to scale with AUM and remain aligned with our long-term strategy to deliver institutional-grade exposure to the SUI blockchain.
Previous report
Insurance Expense
Previous report
For the nine months ended September 30, 2025, we had a $328,250 insurance expense. For the nine months ended September 30, 2024, we had a $76,186 insurance expense. The increase was due to additional D&O policies required due to our change in strategy.
Previous report
Table of Contents
Previous report
Unrealized Loss on Digital Assets
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (26)
Previous wording
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in seven sections:
Current wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of the Company’s financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect its future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. The Company’s MD&A is presented in seven sections:
Previous wording
SUI Group Holdings Limited was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. Historically, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions. Revenue was primarily generated through interest income, transaction fees, and capital appreciation from related portfolio investments.
Current wording
Sui Group Holdings Limited (“the Company”) was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. Since 2020, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions, generating revenue primarily from interest income, transaction fees, and capital appreciation from related investments.
Previous wording
On August 26, 2025, we formally changed our name to SUI Group Holdings Limited, following an amendment to its Articles of Incorporation filed with the Officer of the Minnesota Secretary of State. In conjunction with the name change and the rebranding, we changed our ticker symbol from “MCVT” to “SUIG”, aligning our public identity with our core blockchain initiatives.
Current wording
On August 26, 2025, the Company changed its corporate name to Sui Group Holdings Limited, following an amendment to its Articles of Incorporation filed with the Officer of the Minnesota Secretary of State. In conjunction with the name change and the rebranding, we changed our ticker symbol from “MCVT” to “SUIG”, aligning our public identity with our core blockchain initiatives.
Previous wording
Our operating expenses now reflect a blend of our legacy finance and digital asset treasury operation, including professional fees, payroll, custody and infrastructure costs related to blockchain asset management, and insurance. We seek to achieve enhanced operational leverage as we scale our digital asset treasury strategy and expand our operational footprint.
Current wording
Our operating expenses reflect the Company’s transition to a digital asset treasury model and include professional fees, payroll, custody and infrastructure costs related to blockchain asset management, and insurance, and other general administrative expenses. The Company seeks to achieve enhanced operational leverage as it scales its digital asset treasury operation.
Previous wording
Our MD&A should be read in conjunction with (i) the accompanying unaudited condensed financial statements and the related notes included in Part I, Item 1 of this Report, (ii) the audited financial statements and related notes for the year ended December 31, 2024 included in our Annual Report and (iii) other publicly available information. All amounts herein are unaudited. In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview.
Current wording
This MD&A should be read in conjunction with (i) the accompanying unaudited condensed financial statements and the related notes included in Part I, Item 1 of this Report, (ii) the audited financial statements and related notes for the year ended December 31, 2025 included in our Annual Report and (iii) other publicly available information. All amounts herein are unaudited. In addition, the following discussion of our results of operations and financial condition should be read in the context of this overview.
Previous wording
In late July 2025, we formally launched our SUI treasury strategy, establishing SUI, the native token of the SUI blockchain, as a core component of our digital asset treasury platform. This initiative reflects our conviction in the long-term potential of the SUI blockchain and its role in powering the next generation of decentralized applications across finance, gaming, AI, and other sectors.
Current wording
In late July 2025, we formally launched our SUI treasury strategy, establishing SUI, the native token of the SUI blockchain, as a core component of our digital asset treasury platform. Since that time, our strategy has focused on building and actively managing a SUI‑based treasury designed to support long term value creation while enhancing the productivity of our digital assets through protocol‑level participation and selective yield‑generating activities.
Previous wording
SUI is a next-generation Layer 1 blockchain designed to deliver the scalability, speed, and security required to power decentralized applications and real-world crypto use cases across finance, gaming, artificial intelligence, stablecoins, and more. Its horizontally scalable architecture, low-latency finality, and secure, developer-friendly design, position it as a leading infrastructure platform capable of handling real-world scale. As institutional and consumer adoption accelerates, SUI offers the potential to enable a wide range of transformative digital experiences and create long-term value opportunities for SUI Group and its shareholders.
Current wording
SUI is a next-generation Layer 1 blockchain designed to deliver the scalability, speed, and security required to power decentralized applications and real-world crypto use cases across finance, gaming, artificial intelligence, stablecoins, and more.
Previous wording
As of September 30, 2025, we held 106 million SUI tokens, valued at $344.5 million based on a market price of $3.26 per token.
Current wording
As of March 31, 2026, we held 93.7 million SUI tokens, valued at $81.8 million based on a market price of $0.9 per token.
Previous wording
Substantially all of our SUI holdings are staked, generating an estimated 2.2% annual yield, or approximately $20,000 in daily staking rewards. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation.
Current wording
During the current quarter, substantially all of our SUI holdings were deployed in staking or staking related arrangements. Approximately 99% of SUI holdings are staked, generating an estimated annualized yield of 1.8%. For the three months ended March 31, 2026, we earned $0.5 million in staking rewards, representing 425,318 SUI tokens, compared to no staking rewards earned during the three months ended March 31, 2025. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation.
Previous wording
While our primary focus has shifted from our legacy finance operations, the business objective of our legacy business is to generate revenues from the interest and fees we charge, and capital appreciation from any related portfolio investments we make.
Current wording
While our primary focus has shifted from our legacy finance operations, the business objective of our legacy business is to generate revenues from the interest and fees we charge, and capital appreciation from any related investments we make.
Previous wording
During the nine months ended September 30, 2025, we made $8,247,139 of portfolio investment purchases and had $2,004,216 of redemptions and repayments, resulting in net portfolio investments at amortized cost of $19,960,216 at the end of the period.
Current wording
During the three months ended March 31, 2026, we made $6.0 million of investment purchases and had $0.9 million of redemptions and repayments, resulting in net investments at amortized cost of $13.5 million at the end of the period. The Company recorded an unrealized loss of $11.2 million reflecting the borrower’s financial difficulty and uncertainty regarding the collection of principal and interest, resulting in a carrying value of $8.5 million as of March 31, 2026. In addition, the Company recorded a full reserve against accrued interest on this short‑term loan arrangement totaling $0.9 million.
Previous wording
During the nine months ended September 30, 2024, we made $5,106,503 of portfolio investment purchases and had $6,614,573 of redemptions and repayments, resulting in net portfolio investments at amortized cost of $17,208,066 at the end of that period.
Current wording
During the three months ended March 31, 2025, we made $3.4 million of investment purchases and had $4.1 thousand of redemptions and repayments, resulting in net investments at amortized cost of $17.5 million at the end of that period.
Previous wording
Our operating results for the three and nine months ended September 30, 2025 and September 30, 2024 were as follows:
Current wording
Our operating results for the three months ended March 31, 2026 and March 31, 2025 were as follows:
Previous wording
For the nine months ended September 30, 2025, we generated approximately $1 million in staking rewards from our SUI token holdings. This income reflects the accrual of 287,599 SUI tokens earned on 49,251,995 SUI tokens staked, representing approximately 47% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 2.2%, and rewards were accrued daily in accordance with our treasury management strategy.
Current wording
For the three months ended March 31, 2026, we generated $0.5 million in staking rewards from our SUI token holdings, compared to none for the three months ended March 31, 2025. This income reflects the accrual of 425,318 SUI tokens earned on 93,186,427 SUI tokens staked, representing approximately 99% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 1.8%, and rewards were accrued daily in accordance with our treasury management strategy. Due to the change in operations to our SUI strategy, there was no staking income for the three months ended March 31, 2025.
Previous wording
For the three months ended September 30, 2025, our net realized and unrealized gain on portfolio investment was $0, compared to $298,108 for the three months ended September 30, 2024. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946. Accordingly, net realized and unrealized gain on portfolio investment for the three months ended September 30, 2025, is classified within other income and totaled $524,692.
Current wording
For the three months ended March 31, 2026, our total investment income was $0, compared to $0.8 million for the three months ended March 31, 2025. The variance is attributable to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946. Accordingly, investment income for the three months ended March 31, 2026, is classified within other income and totaled $0.7 million.
Previous wording
For the nine months ended September 30, 2025, stock-based compensation amounted to $2,261,737, an increase of $2,261,737 from the three months ended September 30, 2024. The increase was attributable to compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to our advisor, lead investor, management and director, as discussed in “Note 9 – Stock- Based Compensation” of our condensed financial statements.
Current wording
During the three months ended March 31, 2026, and 2025, we had stock-based compensation amounting to $2.0 million and $0, respectively. The increase was attributable to non-cash compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to certain members of management and a director in the third quarter of 2025 and first quarter of 2026.
Previous wording
For the three 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 from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals.
Current wording
During the three months ended March 31, 2026, we incurred $0.3 million in asset and strategic management fees under our strategic and asset management arrangements, compared to $0 during the three months ended March 31, 2025. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals. Due to the change in operations to our SUI strategy, there were no asset and strategic management fees for the three months ended March 31, 2025.
Previous wording
For the three months ended September 30, 2025, we had $303,997 of insurance expense. For the three months ended September 30, 2024, we had $24,694 of insurance expense. The increase was due to additional D&O policies required due to our change in strategy.
Current wording
During the three months ended March 31, 2026, and 2025, we had insurance expense amounting to $0.5 million and $24 thousand, respectively. The increase was due to additional directors and officers’ insurance policies that the Company deemed necessary due to our change in strategy.
Previous wording
For the three months ended September 30, 2025, we recognized an unrealized loss of $62,740,063 on our digital asset holdings, excluding the amortization of remaining deferred income. This loss was partially offset by $1,976,471 of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 – Digital Assets” of our condensed financial statements. As result, the net unrealized loss on digital assets for the period was $60,763,592.
Current wording
During the three months ended March 31, 2026, we recognized an unrealized loss, net of $18.6 million compared to $0 during the three months ended March 31, 2025. The net amount reflects a gross unrealized loss of $21.3 million on our digital asset and receivable holdings, partially offset by $3.0 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $16.8 million will amortize on a straight-line basis over the period to August 30, 2027. This is due to decrease in the price of Sui token during the current reporting period. Due to the change in operations to our SUI strategy, there were no unrealized gains or losses for the three months ended March 31, 2025.
Previous wording
For the nine months ended September 30, 2025, our net realized and unrealized gain on portfolio investment was $476,986, compared to $431,458 for the nine months ended September 30, 2024. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the three months ended September 30, 2025. As a result of this change, net realized and unrealized gain on portfolio investment recognized during the first two quarters of 2025 continues to be presented within operating expenses, while net realized and unrealized gain on portfolio investment recognized in the current quarter is presented within other income and totaled $524,692.
Current wording
During the three months ended March 31, 2026, our net realized and unrealized gain on investment was $0, compared to $0.2 million for the three months ended March 31, 2025. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result, realized and unrealized gains and losses are no longer presented within this line item and are instead reflected within other income (expense).
Previous wording
Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Current wording
Cash Flows for the Three Months Ended March 31, 2026 and 2025
Previous wording
As of September 30, 2025, we had cash and cash equivalents of $42,700,411, an increase of $36,674,301 from December 31, 2024. The primary use of our existing funds and any funds raised in the future is expected to be for our SUI strategy and for other general corporate purposes, including paying for operating expenses or debt service to the extent we borrow or issue senior securities. Pending portfolio investments in portfolio companies, our portfolio investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to collectively as “temporary portfolio investments.” Management believes our existing liquidity sources, together with the cash generated from operations, will be sufficient to meet our liquidity needs in the short and long term.
Current wording
The primary uses of the Company’s existing liquidity and any funds raised in the future are expected to support the Company’s SUI strategy and for other general corporate purposes, including funding operating expenses or to service debt to the extent we borrow or issue senior securities. In addition to cash and cash equivalents, the Company’s investments may include temporary investments, consisting of cash equivalents (including stablecoins such as USDC), U.S. government securities, and high‑quality debt securities with maturities of one year or less from the time of investment.
Previous wording
Our financial statements are prepared in conformity with the generally accepted accounting principles in the United States of America, or GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.
Current wording
Our financial statements are prepared in conformity with the Generally Accepted Accounting Principles in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.
Previous wording
In preparing the financial statements, management utilizes available information—including historical performance, industry benchmarks, and current economic conditions—to inform its estimates and judgments, with appropriate consideration of materiality. Actual results may differ materially from these estimates. Actual results will almost certainly differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.
Current wording
In preparing the financial statements, management utilizes available information—including historical performance, industry benchmarks, and current economic conditions—to inform its estimates and judgments, with appropriate consideration of materiality. Actual results may differ materially from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.
Previous wording
As our operations have evolved to include blockchain-native treasury management, our critical accounting policies now encompass both legacy finance and digital asset activities. The most significant estimates currently relate to:
Current wording
As our operations have evolved to include blockchain-native treasury management, our critical accounting policies now encompass both legacy finance and digital asset activities. The critical accounting policies include fair value measurement of digital assets and digital asset receivable, digital asset loan receivable, as well as the application of the current expected credit loss (“CECL”) model to digital asset receivable and digital asset loan receivable. The most significant estimates affecting the Company’s results of operations and financial position currently relate to the following:
Previous wording
During the nine months ended September 30, 2025, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K.
Current wording
During the three months ended March 31, 2026, we did not engage in any off-balance sheet arrangements as described in Item 303(a)(4) of Regulation S-K.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
For the three months ended September 30, 2025, we generated approximately $1 million in staking rewards from our SUI token holdings. This income reflects the accrual of 287,599 SUI tokens earned. The staking yield remains consistent with our estimated annualized return of 2.2%, and rewards were accrued daily in accordance with our treasury management strategy.
Previous report — wording carried elsewhere
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 AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals.