SUI Group Holdings Ltd 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31, 2026 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 90-0316651(I.R.S. Employer Identification No.) (State or other jurisdiction of incorporation or organization) 55391(Zip Code) 1907 Wayzata Blvd, #205, Wayzata, Minnesota(Address of principal executive offices) (952) 479-1923(Registrant’s telephone number, including area code)__________________________ Mill City Ventures III, LTD(Former name, former address and former fiscal year, if changed since last report) __________________________ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregisteredThe Nasdaq Stock 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 May 8, 2026, Sui Group Holdings Limited had 76,802,872 shares of common stock, and no other classes of capital stock,outstanding. SUI GROUP HOLDINGS LIMITED Index to Form 10-Qfor the Quarter Ended March 31, 2026 EXPLANATORY NOTE Sui Group Holdings Limited (“Sui Group,” the “Company,” “we,” “our,” or “us”) is filing this Amendment No. 1 on Form 10-Q/A(this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, originally filed with the Securitiesand Exchange Commission (the “SEC”) on May 8, 2026 (the “Original Form 10-Q”). The sole purpose of this Amendment is tocorrect the hyperlink for Exhibit 10.1 listed in “Item 6. Exhibits.” As required by Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications fromthe Company’s principal executive officer and principal financial officer as exhibits under Item 6. Because this Amendment does notinclude or amend any financial statements or disclosures regarding Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of thecertifications have been omitted. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not included, as nofinancial statements are being filed with this Amendment. Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-Q and does notmodify or update in any way the disclosures contained in the Original Form 10-Q, which speak as of the date of the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings with theSecurities and Exchange Commission subsequent to the filing of the Original Form 10-Q. ExhibitNumberDescription3.1Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s CurrentReport on Form 8-K filed with the SEC on January 23, 2013).3.2Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to theRegistrant’s Current Report on Form 8-K filed with the SEC on August 11, 2022).3.3Articles of Amendment to Amended and Restated Articles of Incorporation. (incorporated by reference to Exhibit 3.1 tothe Registrant’s Current Report on Form 8-K filed with the SEC on August 26, 2025).3.4Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to theRegi