SUI Group Holdings Ltd美股招股说明书(2025-09-09版)

Upto 94,026,755Sharesof Common Stock Offered by SellingStockholders This prospectus covers the offer and potential resale by certain selling stockholdersidentified herein (“Selling Stockholders”) of (i)75,881,625 shares of common stockofSui Group Holdings Limited(“we,”“us,”“our,”the“Company”or“SUIG”),parvalue$0.001 per share(the“Common Stock”),(ii)7,144,205shares of ourcommonstock issuable upon the exercise of pre-funded warrants(“Pre-Funded WarrantShares”)atanexercisepriceof$0.0001perPre-FundedWarrantShare,(iii)3,113,469shares of our common stock issuable to Karatage Opportunities upontheexercise of warrants(the“Lead Investor Warrant Shares”)at various exercisepricesper Lead Investor Warrant Share as follows:(a)1,245,387Lead InvestorWarrantShares at an exercise price of$5.42 per Lead Investor Warrant Share;(b)1,245,387Lead Investor Warrant Shares at an exercise price of$5.962 per LeadInvestorWarrant Share;(c)415,130Lead Investor Warrant Shares at an exercisepriceof$6.504 per Lead Investor Warrant Share;and(d)207,565Lead InvestorWarrantShares at an exercise price of$7.046 per Lead Investor Warrant Share,(iv)3,113,469shares of our common stock issuable to the Sui Foundation(the“FoundationInvestor”)upon the exercise of warrants(the“Foundation InvestorWarrant Shares”) at various exercise prices per Foundation Investor Warrant Share asfollows:(a)1,245,387Foundation Investor Warrant Shares at an exercise price of$5.42per Foundation Investor Warrant Share;(b)1,245,387Foundation InvestorWarrantShares at an exercise price of$5.962 per Foundation Investor Warrant Share;(c)415,130Foundation Investor Warrant Shares at an exercise price of$6.504 perFoundationInvestor Warrant Share;and(d)207,565Foundation Investor WarrantSharesat an exercise price of$7.046 per Foundation Investor Warrant Share,(v)1,245,388shares of our common stock issuable to certain members of themanagementof the Company upon the exercise of warrants(the“Management WarrantShares”)at various exercise prices per Management Warrant Share as follows:(a)622,694Management Warrant Shares at an exercise price of$5.42 per ManagementWarrant Shares; (b)415,129 Management Warrant Shares at an exercise price of $6.504perManagement Warrant Share;and(c)207,565Management Warrant Shares at anexercise price of $7.046 per Management Warrant Share, (vi)207,565 shares of commonstockissuable to certain advisors of the Company upon the exercise of warrants(the“AdvisorWarrants”)at an exercise price of$5.962 per Advisor Warrant Share,(vii)3,113,469shares of common stock issuable to A.G.P./Alliance Global Partners(“A.G.P.”)pursuant to the Placement Agency Agreement(the“Placement AgencyAgreement”)with A.G.P.,dated July27,2025(the“Placement Agent WarrantShares”)at an exercise price of$5.962 per Placement Agent Warrant Share,and(viii)warrantsissuable to Dana Wagner,a member of our board of directors,topurchase207,565 shares of Common Stock(the“Director Warrant Shares”)at variousprices per share of Common Stock as follows: (a)83,026 shares of Common Stock at anexercise price of $5.42 per share of Common Stock; (b)41,513 shares of Common Stockatan exercise price of$5.962 per share of Common Stock;(c)41,513shares ofCommonStock at an exercise price of$6.504 per share of Common Stock;and(d)41,513 shares of Common Stock at an exercise price of $7.046 per share of CommonStock. The Director Warrants are exercisable for a period of fiveyears. We are registering the shares on behalf of the Selling Stockholders to be offered andsoldby them from time to time.We are not selling any securities under thisprospectusand will not receive any proceeds from the sale of Common Stock by theSellingStockholders pursuant to this prospectus.The Selling Stockholders may offerandsell such shares to or through one or more underwriters,dealers and agents,ordirectly to purchasers, or through a combination of these methods or any other methodpermittedby law.See“Plan of Distribution”for more information about how theSellingStockholders may sell or otherwise dispose of such shares.Our registrationofthese shares does not mean that the Selling Stockholders will offer or sell anyshares of our Common Stock. OurCommon Stock is currently listed on The Nasdaq Capital Market under the symbol“SUIG”.On September 8,2025,the last reported sale price of our Common Stock was$5.94.The applicable prospectus supplement,if any,will contain information,whereapplicable,as to any other listing,if any,on The Nasdaq Capital Market or anysecuritiesmarket or other securities exchange of the securities covered by theprospectussupplement.Prospective purchasers of our securities are urged to obtaincurrent information as to the market prices of our securities, where applicable. Weare a“smaller reporting company” as that term is defined in Item 10(f)(1)ofRegulationS-K,and as such,have elected to comply with certain reduced publiccompanyreportingrequirementsfortheregistrationstatementofwhichthisprospectus forms a part and future filings. S