{"url_path":"/sec/suig/10-k/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1425355/0001654954-26-006181-index.html","accession_number":"0001654954-26-006181","cik":"0001425355","ticker":"SUIG","issuer_name":"SUI Group Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1425355/0001654954-26-006181-index.html","primary_entity_key":"0001425355","primary_entity_name":"SUI Group Holdings Ltd."},"word_count":937,"has_tables":true,"body_markdown":"suig_10ka.htm\n0001425355true--12-31FY202500014253552025-01-012025-12-3100014253552026-02-2000014253552025-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:shares\n\n \n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n _________________________\n\n \n\n**FORM 10-K/A**\n\n**Amendment No. 1**\n\n \n\n _________________________\n\n \n\n**(Mark One)**\n\n**☒**\n\n**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the fiscal year ended December 31, 2025**\n\n \n\n**OR**\n\n \n\n**☐**\n\n**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________**\n\n \n\n**Commission File Number 001-41472**\n\n _________________________\n\n \n\n**SUI GROUP HOLDINGS LIMITED**\n\n**(Exact name of Registrant as specified in its Charter)**\n\n _________________________\n\n \n\n**Minnesota**\n\n \n\n**90-0316651**\n\n**(State or other jurisdiction of**\n\n**incorporation or organization)**\n\n \n\n**(I.R.S. Employer**\n\n**Identification No.)**\n\n**1907 Wayzata Blvd, #205, Wayzata, Minnesota**\n\n \n\n**55391**\n\n**(Address of principal executive offices)**\n\n \n\n**(Zip Code)**\n\n \n\n**(952) 479-1923**\n\n(Registrant’s telephone number, including area code)\n\n__________________________\n\n \n\n**Mill City Ventures III, LTD**\n\n(Former name, former address and former fiscal year, if changed since last report)\n\n__________________________\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title of each class**\n\n \n\n**Trading**\n\n**Symbol(s)**\n\n \n\n**Name of each exchange on which registered**\n\nCommon Stock, $0.001 par value\n\n \n\nSUIG\n\n \n\n \n\nThe Nasdaq Stock Market LLC\n\n(Nasdaq Capital Market)\n\n \n\nSecurities registered pursuant to Section 12(g) of the Act: **None**\n\n \n\nIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒\n\n \n\nIndicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐     No ☒\n\n \n\nIndicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐\n\n \n\nIndicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒     No ☐\n\n \n\nIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer\n\n☐\n\nAccelerated filer\n\n☐\n\nNon-accelerated filer\n\n☒\n\nSmaller reporting company\n\n☒\n\n \n\n \n\nEmerging growth company\n\n☐\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐\n\n \n\nIf securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐\n\n \n\nIndicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐\n\n \n\nIndicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒\n\n \n\nThe aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of June 30, 2025, was approximately $3,496,000 based on the closing sales price of $1.83 per share as reported by the Nasdaq Capital Market. As of February 20, 2026, there were 76,802,872 shares of the registrant’s Common Stock, $0.001 par value, outstanding.\n\n \n\nDOCUMENTS INCORPORATED BY REFERENCE\n\n \n\nNone.\n\n \n\n \n\n \n\n \n\n**EXPLANATORY NOTE**\n\n \n\nSui Group Holdings Limited (“Sui Group,” the “Company,” “we,” “our,” or “us”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Original Form 10-K”). The sole purpose of this Amendment is to correct the hyperlinks for certain exhibits listed in “Item 15. Exhibits and Financial Statement Schedules.”\n\n \n\nAs required by Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications from the Company’s principal executive officer and principal financial officer as exhibits under Item 15 of Part IV. Because this Amendment does not include or amend any financial statements or disclosures regarding Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not included, as no financial statements are being filed with this Amendment.\n\n \n\nUnless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and does not modify or update in any way the disclosures contained in the Original Form 10-K, which speak as of the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-K.\n\n \n\n \n\n2\n\n \n\n  \n\n**PART IV**"}