SUI Group Holdings Ltd 2025年度报告

FORM 10-K/AAmendment No. 1 (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 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 Number 001-41472_________________________ SUI GROUP HOLDINGS LIMITED (Exact name of Registrant as specified in its Charter)_________________________ (State or other jurisdiction ofincorporation or organization)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) Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the common stock of the registrant held by non-affiliates of the registrant as of June 30, 2025, wasapproximately $3,496,000 based on the closing sales price of $1.83 per share as reported by the Nasdaq Capital Market. As ofFebruary 20, 2026, there were 76,802,872 shares of the registrant’s Common Stock, $0.001 par value, outstanding. None. EXPLANATORY NOTE Sui 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 theSecurities and Exchange Commission (the “SEC”) on February 27, 2026 (the “Original Form 10-K”). The sole purpose of thisAmendment is to correct the hyperlinks for certain exhibits listed in “Item 15. Exhibits and Financial Statement Schedules.” 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 15 of Part IV. Because thisAmendment 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 of2002 are not in