SUI Group Holdings Ltd美股招股说明书(2025-10-01版)

Sui Group Holdings Limited 86,994,345Sharesof Common Stock Thisprospectus relates to the potential offer and sale from time to time byA.G.P./AllianceGlobal Partners and its affiliates identified in this prospectus(collectively,“A.G.P.”or the“Selling Stockholder”)of up to 86,994,345 sharesofcommonstockofSuiGroupHoldingsLimited(“we,”“us,”“our,”the“Company” or“SUIG”),par value$0.001 per share(the“Common Stock”),that maybeissued by us to the Selling Stockholder pursuant to that certain common stockpurchaseagreement,dated as of August1,2025,by and between the Company and theSellingStockholder(the“PEF Agreement”),establishing a principal equity facility(“PEF”).The shares being offered for resale by this prospectus consist of CommonStockthat we may,in our sole discretion,elect to issue and sell to the SellingStockholder,from time to time after the date of this prospectus,pursuant to(andlimited by the terms of) the PEF Agreement. Pursuantto the terms of the PEF,we may elect,in our sole discretion,to issue andsellto the Selling Stockholder,from time to time,up to$500 million of shares ofCommon Stock (the “Total Commitment”) after the date of this prospectus. The sharesofCommon Stock will be purchased by the Selling Stockholder at a price per shareequal to 95.0% of the volume weighted average price (“VWAP”) per share of our CommonStock,and equal to 95.0%of the VWAP for certain intraday purchases.As such,theactualnumber of shares of our Common Stock purchased by the Selling Stockholderunderthe PEF Agreement will vary depending on the then-current market price ofsharesof our Common Stock sold to the Selling Stockholder under the PEF Agreement,butwill not exceed the number set forth above unless we file an additionalregistrationstatementundertheSecuritiesActof1933,asamended(the“SecuritiesAct”),with the U.S.Securities and Exchange Commission(the“SEC”).See“Prospectus Summary—PEF Agreement” and“PEF Financing” for a descriptionofthe PEF Agreement and“Selling Stockholder” for additional information regardingthe Selling Stockholder. Weare not selling any securities under this prospectus and will not receive anyproceedsfrom the sale of Common Stock by the Selling Stockholder pursuant to thisprospectus.However,we may receive up to$500millionin aggregate gross proceedsfromthe Selling Stockholder under the PEF Agreement in connection with sales of thesharesof our Common Stock we may elect to make pursuant to the PEF Agreement afterthedateofthisprospectus.TheactualproceedsreceivedfromtheSellingStockholderunder the PEF Agreement may be less than this amount depending on thenumberof shares of our Common Stock sold and the price at which the shares of ourCommonStock are sold.To the extent that the Company sells shares of Common Stockunderthe PEF Agreement,substantial amounts of shares could be issued and resold,whichwould cause dilution and may impact the Company’s stock price.See“RiskFactors—The sale and issuance of our Common Stock to the Selling Stockholder willcausedilution to our existing stockholders,and the sale of the shares of CommonStockacquiredbytheSellingStockholderand/orotherstockholders,ortheperceptionthat such sales may occur,could cause the price of our Common Stock todecline” for additional information. A.G.P.is a registered broker-dealer and FINRA member,and will act as an executingbrokerthat will effectuate resales of our Common Stock that may be acquired byA.G.P.from us pursuant to the PEF Agreement to the public in this offering.BecauseA.G.P.will receive all the net proceeds from such resales of our Common Stock madetothe public through A.G.P.,A.G.P.is deemed to have a“conflict of interest”within the meaning of FINRA Rule5121. Consequently, this offering will be conductedincompliance with the provisions of FINRA Rule5121.Pursuant to that rule,theappointmentof a“qualified independent underwriter”is not required in connectionwith this offering, as a “bona fide public market,” as defined in Rule5121, existsfor the securities offered. TheSelling Stockholder may sell or otherwise dispose of the shares of Common Stockdescribed in this prospectus in a number of different ways and at varying prices. See“Plan of Distribution(Conflict of Interest)”for more information about how theSellingStockholder may sell or otherwise dispose of such shares.Although theSellingStockholder is obligated to purchase shares of our Common Stock under thetermsof the PEF Agreement to the extent we choose to sell such Common Stock to them(subjectto certain conditions),there can be no assurances that the Selling Stockholderwill sell any or all of the shares of our Common Stock purchased underthe PEF Agreement pursuant to this prospectus. A.G.P. is an “underwriter” within themeaning of Section2(a)(11)of the Securities Act. Table of Contents OurCommon Stock is currently listed on The Nasdaq Capital Market under the symbol“SUIG”. On September29, 2025, the last reported sale price of our Common Stock was$4.04.The applicable prospectus supple