SUI Group Holdings Ltd 2025年度报告

OR Commission File Number 001-41472_________________________ SUI GROUP HOLDINGS LIMITED(Exact name of Registrant as specified in its Charter) _________________________ 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: 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), 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 registered 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. DOCUMENTS INCORPORATED BY REFERENCE 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 this 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, Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and does notmodify or update in any way the disclosures contained in the Original Form 10-K, which speak as of the date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the PART IV ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibits ExhibitNumberDescription the Registrant’s Current Report on Form8-K filed with the SEC on October 6, 2025). 3.5Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form8- Funding, LLC, dated December 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Reporton Form 8-K filed with the SEC on December 18, 2024).10.11Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with MustangFunding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the