SUI Group Holdings Ltd 2025年季度报告

FORM10-Q__________________________ (Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒For the quarterly period endedSeptember 30, 2025 or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________________ to ___________________ Commission File Number001-41472__________________________ SUI GROUP HOLDINGS LIMITED(Exact name of registrant as specified in its charter) __________________________ 90-0316651(I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 1907 Wayzata Blvd, #205,Wayzata,Minnesota55391(Address of principal executive offices)(Zip Code) Mill City Ventures III, LTD(Former name, former address and former fiscal year, if changed since last report) __________________________ Securities registered pursuant to Section12(b) of the Act: Name of each exchange on whichregisteredTheNasdaqStock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit and post such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of November 13, 2025, SUI Group Holdings Limited had83,068,868shares of common stock, and no other classes of capitalstock, outstanding. SUI GROUP HOLDINGS LIMITED Index to Form 10-Qfor the Quarter Ended September 30, 2025 PART I.FINANCIAL INFORMATIONPage No.Item 1.Financial Statements (unaudited)Condensed Balance Sheets – September 30, 2025 and December 31, 20244Condensed Statements of Operations – Three and nine months ended September 30, 2025 and September 30,20245Condensed Statements of Shareholders’ Equity – Three and nine months ended September 30, 2025 andSeptember 30, 20246Condensed Statements of Cash Flows – Nine months ended September 30, 2025 and September 30, 20247Notes to Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures About Market Risk25Item 4.Controls and Procedures25PART II.OTHER INFORMATIONItem 1.Legal Proceedings26Item 1A.Risk Factors26Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26Item 3.Defaults Upon Senior Securities26Item 4.Mine Safety Disclosures26Item 5.Other Information26Item 6.Exhibits27SIGNATURES28 Table of Contents FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Forward-looking statements relate to future events or future financial performance of SUI Group Holdings Limited (the “Company,”“SUI Group,” or “we”), and can ordinarily be identified by terminology such as “may,” “will,” “should,” “expects,” “plans,”“anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue”or the negative of these terms or other similar words.Some of the forward-looking statements contained in this Report relate to, andare based the Company’s current assumptions regarding, the following: ·the expected benefits of the Company’s rebranding;·the ability of the Company to execute its plans;·the Company’s digital asset treasury strategy;·the digital assets to be held by us and future performance;·the success of the Company’s portfolio investments;·the Company’s relationships with third parties;·the dependence of the Company’s success on the general economy and its imp