SUI Group Holdings Ltd. SUIG US Equity☆

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) set forth below should be read in conjunction with our audited financial statements, and notes thereto, filed together with this Annual Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A — Risk Factors.”

This MD&A is intended to provide a reader of our financial statements with a narrative from the perspective of management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. In addition, unless expressly stated otherwise, the comparisons presented in this MD&A refer to the same period in the prior year. Our MD&A is presented in below sections:

· Overview

· SUI Treasury Management Activity

· Portfolio Investment Activity

· Results of Operations

· Critical Accounting Policies and Estimates

OVERVIEW

Sui Group Holdings Limited was originally incorporated as Mill City Ventures III, Ltd. in the State of Minnesota on January 10, 2006. Since 2020, we operated as a publicly traded specialty finance company focused on short-term, non-bank lending solutions. Revenue was primarily generated through interest income, transaction fees, and capital appreciation from related portfolio investments.

In July 2025, we undertook a strategic shift by launching the industry’s first SUI treasury strategy, under which the principal holding in our treasury reserve on the balance sheet is allocated to the native cryptocurrency of the Sui blockchain (commonly referred to as “SUI”). In support of this strategic shift, on July 31, 2025, the Company completed the private placement of 75,881,625 shares of Common Stock at an offering price of $5.42 per-share, and Pre-Funded Warrants to purchase up to 7,144,205 shares of Common Stock at an offering price of $5.4199 per Pre-Funded Warrants, exercisable at a per-share price of $0.0001. On July 31, 2025, the Company consummated the offer and sale of its securities pursuant to the Securities Purchase Agreement, dated as of July 27, 2025, by and among the Company and the investors identified on the signature pages thereto. The transaction was settled through a combination of cash, cash equivalent, USDC, and digital assets, resulting in cash and cash equivalents proceeds of $259.0 million and the receipt of approximately $191.0 million in SUI tokens and USDT coins contributed in-kind by certain investors as part of their investment consideration. The Company issued warrants to the Sui Foundation, certain investors involved in the private placement and certain management and directors in conjunction with the private placement. Since the launch of our digital asset treasury strategy, we have established the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation, an independent organization dedicated to the advancement and adoption of the Sui network.

SUI is a next-generation Layer 1 blockchain designed to deliver the scalability, speed, and security required to power decentralized applications and real-world cryptocurrency use cases across finance, gaming, artificial intelligence, stablecoins, and more. Its horizontally scalable architecture, low-latency finality, and secure, developer-friendly design, position it as a leading infrastructure platform capable of handling real-world scale. As institutional and consumer adoption accelerates, SUI offers the potential to enable a wide range of transformative digital experiences and create long-term value opportunities for Sui Group and its shareholders.

On August 26, 2025, we formally changed our name to Sui Group Holdings Limited, following an amendment to our Articles of Incorporation filed with the Officer of the Minnesota Secretary of State. In conjunction with the name change and the rebranding, we changed our ticker symbol from “MCVT” to “SUIG”, aligning our public identity with our new treasury strategy.

The Company’s strategy is to maximize the value of SUI per-share and support the growth of the Sui ecosystem through scalable, transparent, and long-term value creation strategies. We therefore aim to capitalize on this opportunity by acquiring SUI tokens through open-market purchases, institutional-grade deal flow typically reserved for cryptocurrency funds, and a negotiated purchase agreement with the Sui Foundation. This structure enables broader investor access to SUI through a regulated, publicly traded vehicle. As the only SUI treasury with Sui Foundation support, we believe that we are uniquely positioned to capitalize on technology trends and ecosystem growth relating to SUI, while providing regulated, liquid, and institutional-grade access to the Sui blockchain designed for scalability and global adoption.

On September 19, 2025, our shareholders approved all proposals presented at the annual meeting, including the amendment to increase the authorized capital stock and election of directors, as well as the approval of issuance of Common Stock issuable upon exercise of the management warrants and pursuant to the Purchase Agreement with A.G.P./Alliance Global Partners (“A.G.P.”). These changes are expected to enhance our corporate governance and better align executive compensation with shareholder interests.

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During 2025, we also continued to return capital to shareholders through our stock repurchase programs. For the year ended December 31, 2025, we repurchased 8,718,562 shares of Common Stock for $18.9 million, completing our original $2.0 million authorization and utilizing $16.9 million of the new $50.0 million program approved by the Board in September 2025. In comparison, during the year ended December 31, 2024, we did not repurchase any shares of Common Stock.

As of December 31, 2025, we held 105 million SUI tokens in our treasury, representing $147.4 million in digital assets. This equates to approximately 1.34 SUI per share of Common Stock and Pre-Funded Warrants (as defined below) outstanding. Approximately 99% of our SUI holdings continued to be staked, generating an annualized yield of approximately 1.7%, or approximately $10,000 in daily staking rewards, with the balance of the SUI tokens applied to higher margin direct lending opportunities. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation and serves as a flexible source of liquidity for future acquisitions and operational portfolio investments.

For the year ended December 31, 2025, we earned $2.1 million in staking rewards, representing 799,951 SUI tokens generated from substantially all tokens staked, as compared to $0 earned in staking rewards during the year ended December 31, 2024.

Our principal sources of income now include staking rewards from our SUI holdings, realized and unrealized gains or losses on digital assets, and rewards earned through protocol participation. We actively monitor market conditions and developments across blockchain protocols to optimize yield and asset performance. Legacy income streams from interest and fees on short-term loans remain part of our portfolio, although they represent a smaller portion of our overall financial profile.

Our operating expenses now reflect a blend of our legacy finance and digital asset treasury operation, including professional fees, payroll, custody and infrastructure costs related to blockchain asset management, and insurance. We seek to achieve enhanced operational leverage as we plan to scale our digital asset treasury strategy and expand our operational footprint.

SUI TREASURY MANAGEMENT ACTIVITY

In late July 2025, we formally launched our SUI treasury strategy, establishing SUI, the native token of the Sui blockchain, as a core component of our digital asset treasury platform. In connection with the launch of our SUI treasury strategy, on July 27, 2025, the Company entered into an agreement (the “Digital Asset Purchase Agreement”) with the Sui Foundation, whereby the Company acquired approximately 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025. The Digital Asset Purchase Agreement also obliges the Company to use one half of all cash raised after the PIPE transaction to offer to purchase additional SUI from the Sui Foundation, and an option for the Sui Foundation to purchase from the Company up to one hundred percent (100%) of the total dollar amount of SUI acquired by the Company in certain market purchases and subject to certain conditions including a 15% discount to prevailing market prices. This initiative reflects our conviction in the long-term potential of the Sui blockchain and its role in powering the next generation of decentralized applications across finance, gaming, artificial intelligence, and other sectors.

During the fourth quarter of 2025, we also entered into certain digital asset lending arrangements, which resulted in the recognition of a digital loan receivable, measured at fair value, reflecting an extension of our broader digital asset activities. On September 29, 2025, the Company entered into a digital currency loan agreement with Galaxy Digital LLC (“Galaxy”) pursuant to which the Company lent 961,550 SUI tokens. The loan carries a fee of 4.5% per annum, paid in digital assets, and is structured as an evergreen facility with the ability to terminate upon a seven‐day notice period at the election of the Company. On October 7, 2025, the Company entered into a separate digital currency loan agreement with BlueFin Labs Inc. (“BlueFin”) under which the Company lent 2,000,000 SUI tokens to BlueFin for a fee equal to 5.0% of all revenues generated by BlueFin’s decentralized exchange, paid in SUI tokens. These arrangements were not material to our overall liquidity but are consistent with our strategy to responsibly deploy digital assets in ways that enhance yield and operational flexibility.

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As of December 31, 2025, we held 105 million SUI tokens, valued at $147.4 million based on a market price of $1.4 per token as compared to $0 in cryptocurrency during the year ended December 31, 2024.

99% of our SUI holdings are staked, generating an estimated 1.7% annual yield, or approximately $10,000 in daily staking rewards. We believe this staking strategy enhances the productivity of our treasury while maintaining exposure to potential SUI price appreciation. For the year ended December 31, 2025, we earned $2.1 million in staking rewards, representing 799,951 SUI tokens generated from substantially all tokens staked, as compared to $0 earned in staking rewards during the year ended December 31, 2024.

Our treasury strategy is designed for scale, transparency, and long-term value creation, and is supported by our official relationship with the Sui Foundation. We believe this alignment positions us uniquely as the only publicly traded company with institutional-grade exposure to the Sui blockchain.

We continue to monitor developments in the Sui ecosystem, including advancements in staking infrastructure, validator expansion, and adoption of SUI-native applications. These developments are expected to further support the intrinsic value of our SUI holdings and reinforce our strategic positioning.

PORTFOLIO INVESTMENT ACTIVITY

While our primary focus has shifted from our legacy finance operations, the business objective of our legacy business is to generate revenues from the interest and fees we charge, and capital appreciation from any related portfolio investments we make.

During the year ended December 31, 2025, we made $8.2 million of portfolio investment purchases and had $4.5 million of redemptions and repayments, resulting in net portfolio investments at amortized cost of $17.5 million at the end of the period. During the year ended December 31, 2024, we made $5.7 million of portfolio investment purchases and had $9.8 million of redemptions and repayments, resulting in net portfolio investments at amortized cost of $13.7 million at the end of that period.

In August 2025, the Company entered into a $3.0 million short-term secured loan arrangement, with a maturity date of May 12, 2026. In determination of the fair value of this short-term loan arrangement in accordance with the Company’s investment valuation policy at December 31, 2025, the Company determined the borrower is experiencing financial difficulty and the collection of the full amount of principal and related interest was in doubt. As a result, the fair value of the short-term loan arrangement includes an adjustment for the borrower’s creditworthiness and financial position, resulting in a fair value of zero as of December 31, 2025. In addition, the Company recorded a full reserve of the accrued interest of this short-term loan arrangement at December 31, 2025 totaling approximately $0.2 million.

Our portfolio composition by major class, based on fair value at December 31, 2025, was as follows:

(1) Prior to the fiscal year ending December 31, 2025, the loan was classified as a short-term non-banking loan. In January 2025, the maturity date was extended to March 2027, resulting in the loan being reclassified as a commercial business loan.

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FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS OF OPERATIONS AND MATERIAL TRENDS

We believe that the most significant factors affecting the comparability of our results of operations include:

Known Trends and Uncertainties

Known trends and uncertainties that are reasonably likely to have a material impact on our future financial condition and results of operations include the following: (i) regulatory developments, including potential SEC guidance on the accounting treatment of digital assets, possible classification of SUI as a security, and implementation of pending digital asset market structure legislation, which could materially affect our financial reporting and business operations; (ii) custody and counterparty risks, including concentration of our digital asset custody with BitGo and risks associated with lending SUI tokens to third-party service providers; (iii) variability in staking rewards, as factors such as changes in network participation, validator performance, and Sui network economics could cause our staking yields to decline below the current annualized rate of approximately 1.7%; (iv) macroeconomic conditions, including changes in interest rates and general economic conditions that could affect the market price of SUI, demand for our portfolio investment products, and our ability to raise capital; and (v) competitive dynamics in the digital asset treasury management space, including the emergence of competing digital asset treasury vehicles and strategies that could affect our competitive positioning and growth prospects.

RESULTS OF OPERATIONS

This section of the Annual Report generally discusses fiscal years 2025 and 2024 results and year-to-year comparisons between fiscal year 2025 and fiscal year 2024. Discussions of fiscal year 2023 results and year-to-year comparisons between fiscal 2024 and 2023 that are not included in this Annual Report can be found Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our annual report on Form 10-K for the year ended December 31, 2024.

The recent trends and developments that have had, or are reasonably likely to have, a material favorable or unfavorable impact on our revenues or income from continuing operations include changes in digital asset market conditions and pricing, the ramp‐up of our treasury management activities beginning in the third quarter of 2025, and fluctuations in interest income earned on digital asset–related arrangements. More information on these trends and developments can be found in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section, where we also discuss other operational and market factors that could impact our financial results in future periods.

For the Year Ended December 31, Increase (Decrease) Change

Revenues

Digital lending interest income 83,517 — 83,517 n/a

Operating Expenses:

Provision for digital asset loan credit losses 548,144 — (548,144 ) n/a

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SUI Staking Revenue

During the year ended December 31, 2025, we generated approximately $2.1 million in staking rewards from our SUI token holdings as compared to $0 during the year ended December 31, 2024. This income reflects the accrual of 799,951 SUI tokens earned on 104,266,127 SUI tokens staked, representing approximately 99% of our total SUI holdings during the period. The staking yield remains consistent with our estimated annualized return of 1.7%, and rewards were accrued daily in accordance with our treasury management strategy.

Staking rewards are recognized as income when earned and are valued based on the market price of SUI at the time earned. These rewards enhance the productivity of our digital asset treasury while maintaining exposure to the underlying token. We continue to monitor validator performance, protocol-level developments, and infrastructure improvements to optimize staking efficiency and security.

Portfolio Investment Income

During the year ended December 31, 2025, our total portfolio investment income was $1.7 million as compared to $3.3 million for the year ended December 31, 2024. The decrease primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under Accounting Standard Codification 946 (“ASC 946”) during the quarter ended September 30, 2025. As a result of this change, portfolio investment income recognized during the first half of 2025 continues to be presented within revenue, while portfolio investment income recognized during the second half of 2025 is presented within other income and totaled $2.9 million.

Professional Fees

During the year ended December 31, 2025, and 2024, we had professional fees expense amounting to $2.8 million and $0.6 million, respectively. The increase was due to the increased professional costs related to the launch of our new SUI treasury strategy and includes asset and strategic management fees under our asset and strategic management arrangements.

Stock-based Compensation

During the year ended December 31, 2025, and 2024, we had stock-based compensation amounting to $4.4 million and $0, (respectively the “Stock-based Compensation”). The increase was attributable to non-cash compensatory expenses incurred in connection with the issuance of warrants in the Private Placement to certain members of management and a director, as discussed in “Note 8 — Share-Based Compensation” of our condensed financial statements.

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Asset and Strategic Management Fees

During the year ended December 31, 2025, we incurred $1.6 million in asset and strategic management fees under our strategic and asset management arrangements. During the year ended December 31, 2024, we incurred no fees in asset and strategic management fees. These fees were calculated based on a tiered schedule applied to our average daily AUM, which includes SUI, cash, and cash equivalents, but excludes assets from our short-term lending business. Fees are calculated monthly in arrears and pro-rated for partial periods due to asset contributions or withdrawals.

These arrangements support our digital asset treasury strategy, including discretionary investment management, staking operations, protocol-specific guidance, and infrastructure alignment. We expect advisory fees to scale with AUM and remain aligned with our long-term strategy to deliver institutional-grade exposure to the Sui blockchain.

Insurance Expense

During the year ended December 31, 2025, and 2024, we had insurance expense amounting to $0.8 million and $0.1 million, respectively. The increase was due to additional directors and officers’ insurance policies that the Company deemed necessary due to our change in strategy.

Unrealized Loss on Digital Assets, Net

During the year ended December 31, 2025, we recognized an unrealized loss, net of $253.6 million compared to no unrealized loss during the year ended December 31, 2024. The net amount reflects a gross unrealized loss of $258.5 million on our digital asset holdings, partially offset by $4.9 million of amortized deferred income related to the discount received on the purchase of SUI tokens as discussed in “Note 3 — Digital Assets” of our financial statements. The remaining deferred income balance of $19.8 million will amortize on a straight line basis over the period to August 30, 2027.

Net Realized and Unrealized Loss / (Gain) on Portfolio Investment

During the year ended December 31, 2025, our net realized and unrealized gain on portfolio investment was $0.5 million, compared to $0.3 million for the year ended December 31, 2024. The decrease of $0.2 million primarily reflects the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. As a result of this change, net realized and unrealized gain on portfolio investment recognized during the first half of 2025 continues to be presented within operating expenses, while net realized and unrealized loss on portfolio investment recognized in the second half of 2025 is presented within other income and totaled $3.1 million.

Cash Flows for the Year Ended December 31, 2025 and 2024

Net cash used in operating activities was $8.2 million for the year ended December 31, 2025, compared to $5.7 million provided in the prior year. Cash flows provided by operating activities for the year ended December 31, 2024, were primarily related to net proceeds from sales of investments. The decrease in operating cash flow was driven primarily by lower net income, with the Company’s operating loss for the year substantially influenced by significant non-cash charges, including the realized loss on digital assets of $3.3 million, unrealized loss on digital assets of $253.6 million, and net realized and unrealized loss on portfolio investments for $2.6 million for the year ended December 31, 2025. The decrease is also due to the Company’s change in accounting presentation following its cessation of investment company accounting under ASC 946 during the quarter ended September 30, 2025. Cash flows provided by operating activities for the year ended December 31, 2024, were primarily related to redemptions and repayments of short-term loans and portfolio investments totaling $9.8 million, offset mostly by the funding of our short-term loans and purchases of portfolio investments aggregating $5.7 million. Operating cash flows were also impacted by changes in working capital, including increases in prepaid expenses and interest and dividend receivable, which reduced cash generated from operations by $0.7 million. These outflows were partially offset by increases in accounts payable and accrued income taxes. For the year ended December 31, 2024, operating cash flows were primarily generated from interest earned on short‐term loans.

The level of cash flow used in or provided by investing activities is affected primarily by our purchase of SUI tokens. For the year ended December 31, 2025, net cash used in investing activities was $195.5 million, as compared to $0 for the year ended December 31, 2024. The use of cash was primarily attributable to purchases of SUI tokens related to the SUI strategy. During the year ended December 31, 2025, non-cash investing activities consisted of the lending of 961,550 SUI tokens to Galaxy Digital LLC and 2,000,000 SUI tokens to BlueFin Labs Inc., representing an aggregate fair value of $8.1 million at the time of the transactions.

The level of cash flows used in or provided by financing activities is affected primarily by the issuance and repurchase of Common Stock and the issuance of warrants in connection with the Private Placement. For the year ended December 31, 2025, net cash provided in financing activities was $219.5 million, as compared to $0 in the year ended December 31, 2024. Cash flows provided in financing activities for the year ended December 31, 2025 were related to the proceeds received from the Private Placement, which was supplemented by the proceeds received from the exercise of stock options and warrants, offset by issuance costs of our private offering and the repurchase of our Common Stock. During the year ended December 31, 2025, non-cash financing activities consisted of the receipt of approximately $191.0 million in SUI tokens and USDT. These digital assets were received from certain investors as a portion of the total consideration provided in connection with the Private Placement.

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Liquidity and Capital Resources

As of December 31, 2025, we had cash and cash equivalents of $21.9 million, an increase of $15.9 million from $6.0 million as of December 31, 2024. Cash equivalents as of December 31, 2025 include $2.2 million of USD Coins (USDC), a stablecoin pegged to the U.S. dollar. The primary use of our existing funds and any funds raised in the future is expected to be for our SUI strategy and other general corporate purposes, including operating expenses or to service debt to the extent we borrow or issue senior securities. Our portfolio investments may consist of cash, cash equivalents (including USDC), U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to collectively as “temporary portfolio investments.”

To support our ongoing liquidity and capital needs, we also have access to additional financing under the equity line of credit established pursuant to our purchase agreement with A.G.P./Alliance Global Partners (“A.G.P.”). Subject to the terms and conditions of the agreement, we may, from time to time at our discretion, direct A.G.P. to purchase shares of our Common Stock, providing us with a flexible source of capital to fund operations or strategic initiatives. Any sales of Common Stock under the agreement will be made at our discretion and are subject to customary limitations, including share volume restrictions and conditions relating to market pricing and effectiveness of our registration statement. The A.G.P. purchase agreement provides additional optional capacity up to $500 million that we may utilize if needed to supplement liquidity.

Management believes our existing liquidity sources, together with the cash general from operations, will be sufficient to meet our liquidity needs in the short and long term. However, we recognize that a significant portion of our assets consist of SUI tokens, which are less liquid than cash and cash equivalents. As of December 31, 2025, approximately 99% of our SUI holdings are staked and subject to a one-day unbonding period, which may limit our ability to rapidly access liquidity from these assets. While we view our SUI holdings as long-term strategic assets and do not currently expect to need to sell SUI to meet our operating liquidity requirements over the next twelve months, we may periodically sell SUI for general corporate purposes, including to generate cash for treasury management, acquisitions, or strategies that generate tax benefits in accordance with applicable law.

In the short term, we expect to meet our operating expenses, portfolio investment activities, and working capital needs through our existing cash and cash equivalents and cash generated from operations.

We do not have material contractual obligations that we believe would impair our ability to meet our liquidity needs or otherwise impact our short- or long-term financial condition. Our existing contractual arrangements including our strategic advisory agreement with Karatage, advisory agreement with the Sui Foundation and agreements with key executives are not expected to materially affect our liquidity.

In the long term, our liquidity will depend on our ability to generate cash from operations, the performance and realizable value of our SUI holdings, and our ability to access capital markets or secure additional financing arrangements.

Summary cash flow data is as follows:

For the Year Ended December 31,

Cash flows provided by (used in):: 2025 2024

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements are prepared in conformity with the Generally Accepted Accounting Principles in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods.

In preparing the financial statements, management utilizes available information—including historical performance, industry benchmarks, and current economic conditions—to inform its estimates and judgments, with appropriate consideration of materiality. Actual results may differ materially from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.

As our operations have evolved to include blockchain-native treasury management, our critical accounting policies now encompass both legacy finance and digital asset activities. The critical accounting policies include fair value measurement of digital assets and digital assets loan receivables and current expected credit loss (CECL) measurement of digital assets loan receivables. Further, the most significant estimates currently relate to:

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item Page

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 542) F-2

Investment Schedules — December 31, 2024 F-8

Notes to Financial Statements F-9

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of Sui Group Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Sui Group Holdings Limited, formerly Mill City ventures III, LTD (the Company) as of December 31, 2025 and 2024, including the related statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and the investment schedule as of December 31, 2024 (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Emphasis of Matter – Investment Valuation

As explained in Note 6 to the financial statements, the accompanying financial statements include investments valued at $13,658,097 and $13,006,231 as of December 31, 2025 and 2024, respectively, whose fair values have been estimated by management in absence of readily determinable fair values. Such estimates are based on financial and other information provided by management of its portfolio companies and pertinent market and industry data. The investments are valued based on unobservable inputs as of December 31, 2025 and 2024. Because such valuations, and particularly valuations of private investments and private companies, are inherently uncertain, they may fluctuate significantly over short periods of time. These determinations of fair value could differ materially from the values that would have been utilized had a ready market for these investments existed.

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Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

/s/ Boulay PLLP

We have served as the Company’s auditor since 2019.

Boulay PLLP

Minneapolis, MN

February 27, 2026

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SUI GROUP HOLDINGS LIMITED

BALANCE SHEETS

Assets

Current Assets

Digital assets receivable, at fair value (cost: $53,565 and $0) 28,774 —

Income tax receivable 131,360 —

Liabilities and Shareholders' Equity

Current Liabilities

Long Term Liabilities

Total long term liabilities 7,905,886 —

Shareholders' Equity

Accumulated undistributed investment gain (loss) — (152,389 )

Net unrealized depreciation in value of investments — (263,527 )

See accompanying Notes to Financial Statements

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SUI GROUP HOLDINGS LIMITED

STATEMENTS OF OPERATIONS

Year Ended

Revenues

Digital lending interest income 83,517 —

Operating Expenses

Stock-based Compensation 4,431,781 —

Asset and strategic management fees 1,614,717 —

Unrealized loss on digital assets, net 253,582,413 —

Realized loss on digital assets 3,292,227 —

Provision for digital asset loan credit losses 548,144 —

Net realized and unrealized gain on portfolio investments (476,986 ) (267,932 )

Other Income/(Loss)

Portfolio investment income 2,887,486 —

Net realized and unrealized loss on portfolio investments (3,059,626 ) —

Earnings per Share

See accompanying Notes to Financial Statements

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SUI GROUP HOLDINGS LIMITED

STATEMENTS OF SHAREHOLDERS EQUITY

Undistributed net portfolio investment gain — — — — 651,795 — — 651,795

Depreciation in value of portfolio investments — — — — — 476,781 476,781

Undistributed net portfolio investment gain — — — 899,794 — — 899,794

Appreciation in value of portfolio investments — — — — — 1,029,277 1,029,277

See accompanying Notes to Financial Statements

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SUI GROUP HOLDINGS LIMITED

STATEMENTS OF CASH FLOWS

Year Ended

Cash flows from operating activities:

Adjustments to reconcile net income (loss) to net cash provided (used)

in operating activities:

Unrealized loss on digital assets, net 253,582,413 —

Realized loss on digital assets 3,292,227 —

Provision for digital asset loan credit losses 548,144

Digital lending revenue (77,928 )

Stock-based Compensation 4,431,781 —

Changes in operating assets and liabilities:

Digital assets receivable (59,154 ) —

Net cash provided (used) in operating activities (8,235,211 ) 5,650,086

Cash flows from investing activities:

Purchases of portfolio investments (3,818,608 ) —

Proceeds from sales and repayments of portfolio investments 4,000,100 —

Net cash provided (used) in investing activities (195,358,509 ) —

Cash flows from financing activities:

Issuance costs of private offering (21,192,358 ) —

Proceeds from option and warrant exercise 628,909 —

Payments for repurchase of common stock (18,931,518 ) —

Net cash provided in financing activities 219,503,884 —

Supplemental disclosure of cash flow information:

Cash paid for income taxes $ — $ 159,750

Cash paid for interest $ — $ 320

Non-cash investing and financing activities:

In-kind digital assets acquired $ (191,001,099 ) $ —

Digital assets loan receivable $ 8,076,572 $ —

See accompanying Notes to Financial Statements

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SUI GROUP HOLDINGS LIMITED

Investment Schedule

Investment / Industry Cost Fair Value Percentage ofNet Assets

Short-Term Non-banking Loans

Business Services - 15% secured loans

Real Estate - 15% secured loans

Real Estate - 24% secured loans

Common Stock

Other Equity

See accompanying Notes to Financial Statements

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NOTE 1 — ORGANIZATION

Sui Group Holdings Limited (the “Company”, “Sui Group”, or “we”), formerly known as Mill City Ventures III, Ltd., is a Minnesota corporation headquartered in Wayzata, Minnesota. The Company changed its name to Sui Group Holdings Limited on August 26, 2025, following an amendment to our Articles of Incorporation filed with the Office of the Minnesota Secretary of State. This name change and concurrent rebranding coincide with a change in strategy toward digital asset treasury management.

Prior to the rebrand, the Company operated under the name Mill City Ventures III, Ltd. as a publicly traded specialty finance company listed on Nasdaq under the ticker symbol “MCVT”. Its legacy business centered on issuing short-term, collateralized loans to small businesses and individuals, with a focus on generating high-yield returns.

To support the digital asset treasury strategy, the Company completed a $450 million private placement in July 2025 (the “Private Placement”). Following the Private Placement, the Company began implementing its SUI treasury strategy, acquiring over 74 million SUI tokens and generating 1.0 million SUI tokens from staking and other lending activities in addition to the 33 million tokens received as in-kind consideration from the Private Placement.

To further institutionalize its position within the Sui ecosystem, the Company formalized its relationship with the Sui Foundation through the Digital Asset Purchase and Sale Agreement (the “Digital Asset Purchase Agreement”), under which the Sui Foundation agreed to sell 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025. The Digital Asset Purchase Agreement provides formal recognition of the Company as a digital asset treasury company with backing from the Sui Foundation. In connection with this strategy, the Company changed its ticker symbol to “SUIG” and transitioned its operations to focus on institutional-grade exposure to the SUI digital asset.

The Company’s strategy is to maximize the value of SUI per-share and support the growth of the Sui ecosystem through scalable, transparent, and long-term value creation strategies. Its Common Stock remains listed on the Nasdaq Capital Market and continues to be available for options trading on Cboe Global Markets.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation: The accompanying Financial Statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) which is the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) in the United States.

Change in application of ASC 946: As discussed in “Note 1 — Organization”, the Company changed its strategy during the quarter ended September 30, 2025 and as a result no longer meets the definition of an investment company under ASC 946 – Financial Services – Investment Companies. Accordingly, the Company discontinued the application of ASC 946 and is accounting for this change on a prospective basis.

Use of estimates: The preparation of financial statements in conformity with GAAP requires management and our independent Board members to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Significant estimates and assumptions include, but are not limited to, the determination of the fair value of investment assets, which involves the use of observable and unobservable market inputs which is based on management’s evaluation of available positive and negative evidence, including historical operating results and expectations of future taxable income. Actual results could differ from those estimates.

Cash and cash equivalents: The Company maintains the cash balances in financial institutions and with regulated financial investment brokers. The Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. Cash equivalents as of December 31, 2025 include $2,249,758 of USD Coins (USDC), a stablecoin pegged to the U.S. dollar.

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Digital assets: The Company has adopted Accounting Standards Update (“ASU”) 2023-08, Digital Assets, which provides guidance on the recognition, measurement, presentation, and disclosure of digital assets. The standard was adopted prospectively, and no cumulative-effect adjustment was recorded upon adoption. The Company accounts for its digital assets, including SUI tokens, in accordance with ASC 350 – Intangibles – Goodwill and Other. The Company has determined its digital assets meet the scoping criteria of ASC 350-60, which requires eligible cryptocurrency assets to be measured at fair value, with changes in fair value recognized in net income. Fair value is determined in accordance with ASC 820 – Fair Value Measurement, using quoted prices in active markets. The Company has designated Coinbase as its principal market because it has the greatest volume and level of activity of SUI for determining the fair value of SUI tokens.

The activity from remeasurement of digital assets at fair value is reflected in the statements of operations within unrealized gain (loss) on digital assets. Realized gains and losses from the derecognition of digital assets are presented within realized gain (loss) on digital assets in the statements of operations. The Company uses the specific identification method to calculate the realized gains (losses) on digital assets.

Sales and purchases of digital assets are reflected as cash flows from investing activities in the statement of cash flows. Contributions of digital assets received as part of the consideration received are presented as noncash investing and financing activities in the statements of cash flows. Non‐cash disposals of digital assets that occur in connection with loan arrangements are accounted for consistent with the policies described in the digital asset loan receivables section below, which provides additional detail on the treatment of digital assets transferred pursuant to such agreements.

Digital asset loan receivables: The Company enters into digital asset lending arrangements in the ordinary course of business, whereby digital assets are loaned to the borrowers in exchange for a fee in accordance with the terms of the lending arrangement.

Upon origination, the digital assets loaned are derecognized at their carrying amount and a corresponding digital asset loan receivable is recognized at fair value. Subsequently, a digital asset loan receivable is remeasured at fair value on each reporting date using quoted prices from the Company’s principal market for the underlying digital asset, in accordance with ASC 820. Gains and losses associated with the derecognition of the SUI tokens is included in “Realized loss on digital assets” on the statements of operations. Subsequent change in the fair value of the digital asset loan receivable is recognized as “Unrealized loss on digital assets” on the statements of operations.

Fees earned on digital asset loan receivables are recognized as revenue under “Digital lending interest income” on the statements of operations.

The exchange of digital assets loaned for digital asset loan receivable is disclosed as a noncash investing activity. Fair value gains and losses are presented as reconciling items in the reconciliation of net income to net cash flows from operating activities.

The Company regularly evaluates its credit exposure to borrowers to determine whether an allowance for credit losses is required under ASC 326, Financial Instruments – Credit Losses (CECL). The allowance reflects management’s assessment of borrower creditworthiness, collateral volatility, and liquidity conditions in digital asset markets.

Valuation of portfolio investments: In connection with the change in accounting methods from ASC 946 - Financial Services - Investment Companies during the third quarter of 2025, the Company ceased applying investment company accounting and transitioned to accounting standards applicable to operating entities, in light of the change in its business model. Concurrently, the Company elected to apply the fair value option under ASC 825 - Financial Instruments, as it relates to the Company’s portfolio investments.

The change in accounting policy has been applied prospectively from the date of the election of ASC 825 – Financial Instruments. Portfolio investments are valued in accordance with ASC Topic 820 - Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. Fair value is generally based on quoted market prices provided by independent pricing services, broker or dealer quotations, or alternative price sources. In the absence of quoted market prices, broker or dealer quotations, or alternative price sources, investments are measured at fair value as determined by the Company’s Board based on, among other things, the input of our executive management, the Audit Committee of the Board, and any independent third-party valuation experts that may be engaged by management to assist in the valuation of our portfolio investments, but in all cases consistent with our written valuation policies and procedures.

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Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. In addition, such investments are generally less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.

Accounting guidance establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability of inputs used in measuring investments at fair value. Observable inputs must be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available. Assets and liabilities measured at fair value are categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation. The three levels are defined as follows:

Our valuation policy and procedures for portfolio investments: Under our valuation policies and procedures, we evaluate the source of inputs, including any markets in which our investments are trading, and then apply the resulting information in determining fair value. For our Level 1 investment assets, our valuation policy generally requires us to use a market approach, considering the last quoted closing price of a security we own that is listed on a securities exchange, and in a case where a security we own is listed on an over-the-counter market, to average the last quoted bid and ask price on the most active market on which the security is quoted. In the case of traded debt securities, the prices for which are not readily available, we may value those securities using a discounted cash flows approach, at their weighted-average yield to maturity.

The estimated fair value of our Level 3 investment assets is determined on a quarterly basis by the Company. In general, we value our Level 3 equity investments at cost unless circumstances warrant a different approach. Examples of these circumstances includes a situation in which a portfolio company has engaged in a subsequent financing of more than a de minimis size involving sophisticated investors (in which case we may use the price involved in that financing as a determinative input absent other known factors), or when a portfolio company is engaged in the process of a transaction that we determine is reasonably likely to occur (in which case we may use the price involved in the pending transaction as a determinative input absent other known factors). Other facts and circumstances that may serve as an input supporting a change in the valuation of our Level 3 equity investments include (i) a third-party valuation conducted by an independent and qualified professional, (ii) changes in the performance of long-term financial prospects of the portfolio company, (iii) a subsequent financing that changes the distribution rights associated with the equity security we hold, or (iv) sale transactions involving comparable companies, but only if further supported by a third-party valuation conducted by an independent and qualified professional.

When valuing preferred equity investments, we generally view intrinsic value as a key input. Intrinsic value means the value of any conversion feature (if the preferred investment is convertible) or the value of any liquidation or other preference. Discounts to intrinsic value may be applied in cases where the issuer’s financial condition is impaired or, in cases where intrinsic value relating to a conversion is determined to be a key input, to account for resale restrictions applicable to the securities issuable upon conversion.

For non-traded (Level 3) debt instruments with a residual maturity less than or equal to 60 days, we will generally value such instruments based on a discounted cash flows approach, considering the straight-line amortized face value of the debt unless justification for impairment exists. For Level 3 non-banking loans with a maturity in excess of 60 days, fair value is determined based on the initial purchase price and adjusted as necessary to reflect any changes in the financial strength of the creditor and changes in interest rates in the high-yield credit markets.

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On a quarterly basis, our management provides members of the Board with recommendations, if any, to change any existing valuations of our portfolio investments or hierarchy levels for purposes of determining the fair value of such investments based upon the foregoing. In such a case, the Board would then discuss these materials and, consistent with the policies and approaches outlined above, make final determinations respecting the valuation and hierarchy levels of our portfolio investments.

We made no changes to our valuation policy and procedures during the reporting period.

Income taxes: We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates in effect for the tax year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income for the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent financial operations. In the event we were to determine we would not be able to realize our deferred income tax assets, we would make an adjustment to the valuation allowance, which would reduce the provision for income taxes.

We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. Our evaluation was performed for the tax years ended December 31, 2022 through 2024, which are the tax years that remain subject to examination by the tax jurisdictions as of December 31, 2025.

Revenue recognition:

Portfolio Investment: Realized gains or losses on the sale of investments are calculated using the specific investment method.

Interest income, adjusted for amortization of premiums and accretion of discounts, is recorded on an accrual basis. Discounts from and premiums to par value on securities purchased are accreted or amortized, as applicable, into interest income over the life of the related security using the effective-yield method. The amortized cost of investments represents the original cost, adjusted for the accretion of discounts and amortization of premiums, if any. Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more, or when there is reasonable doubt that principal or interest will be collected in full. Loan origination fees are recognized when loans are issued. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past-due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to the policy described above if a loan has sufficient collateral value and is in the process of collection.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal or stated value of the investment on the respective interest- or dividend-payment dates rather than being paid in cash and generally becomes due at maturity or upon being repurchased by the issuer. PIK interest or dividends is recorded as interest or dividend income, as applicable. If at any point we believe that PIK interest or dividends is not expected be realized, the PIK-generating investment will be placed on non-accrual status. Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.

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SUI staking revenue: Beginning in August 2025, the Company engaged in SUI staking activities. This can include native staking, liquid staking and restaking. The Company has entered into separate contractual agreements with various third-party entities to facilitate its SUI staking activities and has only engaged in native staking during the third and fourth quarters of 2025. The Company intends for staking to become a primary revenue generation strategy of the Company within the upcoming fiscal year.

The Company earns revenue primarily through staking activities involving its digital asset holdings. Under its SUI treasury strategy, the Company delegates SUI tokens, to third-party validator nodes to participate in proof-of-stake blockchain protocols. These arrangements support the operation and security of the underlying blockchain networks and generate staking rewards as compensation.

In accordance with ASC 606 - Revenue from Contracts with Customers, the Company evaluated whether it acts as a principal or an agent in these arrangements. The specified service in staking is the performance of validation activities, which are executed by the validator infrastructure. The validator is selected by the blockchain protocol to perform transaction validation and is responsible for operating the necessary hardware and software, bearing the associated operational and investment risks.

Although the Company retains ownership and custody of the staked digital assets and receives staking rewards directly from the blockchain protocol, it does not control or perform the validation service. Based on the control and performance obligation criteria under ASC 606 - Revenue from Contracts with Customers, the Company concluded that it does not control the specified service prior to its transfer to the customer. As such, the Company acts as an agent in these arrangements.

Accordingly, staking rewards in the form of SUI tokens are recognized on a net basis as non-cash consideration for staking activities, measured at the fair value of the digital assets at the inception of the contract term, reflecting only the portion attributable to the Company for delegating its tokens.

Allocation of net gains and losses: All income, gains, losses, deductions and credits for any investment are allocated in a manner proportionate to the shares owned.

Stock-based Compensation:The Company's Stock-based Compensation consists of stock options and warrants issued to certain employees, non-employees and directors of the Company. The Company recognizes compensation expense based on an estimated grant date fair value using the Black Scholes option-pricing method or Monte Carlo simulation. If the factors change and different assumptions are used, the Company's Stock-based Compensation expense could be materially different in the future. The Company recognizes Stock-based Compensation expense for these options and warrants on a straight-line basis over the requisite service period. The Company has elected to account for forfeitures as they occur.

Warrants: The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity and ASC 815 – Derivatives and Hedging. The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480 – Distinguishing Liabilities from Equity, meet the definition of a liability pursuant to ASC 480 – Distinguishing Liabilities from Equity, and whether the instruments meet all of the requirements for equity classification under ASC 815 – Derivatives and Hedging, including whether the instruments are indexed to the Company’s Common Stock and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. Please refer to “Note 7 — Shareholders’ Equity” and “Note 8 — Share-Based Compensation” for further details of the warrants issued on July 31, 2025 with the PIPE Transaction.

Reclassifications: Certain prior‐period amounts have been reclassified to conform to the current‐year financial statement presentation. These reclassifications primarily relate to the aggregation of previously separate operating expense line items into a single financial statement line within the statements of operations. The reclassifications had no impact on previously reported total assets, total liabilities, shareholders’ equity, net income (loss), or cash flows, and no changes were made to the underlying prior‐year balances.

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Recently adopted accounting pronouncements:

During the year ended December 31, 2025, the Company adopted new accounting pronouncements issued by FASB that are effective and applicable to its financial reporting. These include, as applicable:

As of the date of this filing, the FASB has issued, and the Company is evaluating, the following accounting standards updates that are not yet effective. The Company is assessing the potential impact of each on its financial statements and related disclosures:

NOTE 3 — DIGITAL ASSETS

On July 27, 2025, the Company entered into the Digital Asset Purchase Agreement with the Sui Foundation, whereby the Company acquired approximately 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025.

The SUI tokens acquired under the Digital Asset Purchase Agreement are subject to contractual sales and transfer restrictions for a period of two years plus 30 days following July 31, 2025 (the “Restricted Period”). During the Restricted Period, the Company is prohibited from selling, transferring, or otherwise disposing of the Digital Asset Purchase Agreement Tokens. However, the Company may stake the Digital Asset Purchase Agreement Tokens on the Sui network to participate in network validation and earn staking rewards. The contractual restrictions are scheduled to expire on August 30, 2027, at which time the Company will obtain full transferability of the Digital Asset Purchase Agreement Tokens. The Digital Asset Purchase Agreement obliges the Company to use one half of all cash raised after the PIPE transaction to offer to purchase additional SUI from the Sui Foundation, subject to the terms and conditions of the agreement. In addition, the Sui Foundation has the option to sell to the Company up to one hundred percent (100%) of the total dollar amount of SUI acquired by the Company in certain market purchases. Any such sales by the Sui Foundation would be subject to specified conditions, including a 15% discount to prevailing market prices. No other events or circumstances under the Digital Asset Purchase Agreement would permit the early release or modification of the restrictions.

The total purchase price of the Digital Asset Purchase Agreement Tokens was $140,000,000, reflecting a discount of $24,705,882. The 15% discount on the acquisition of the Digital Asset Purchase Agreement Tokens is recorded as deferred income within liabilities in the balance sheet and is recognized as an increase to unrealized gain or a reduction to unrealized loss on digital asset investments using the straight-line method over the Restricted Period. As of December 31, 2025, the current deferred income liability of $11,858,820 and the long term deferred income liability of $7,905,886 related to the remaining balance of the deferred income associated with discount on the acquisition of the Digital Asset Purchase Agreement Tokens. For the year ended December 31, 2025, the Company recognized amortized deferred income of $4,941,176 as a reduction to unrealized losses on digital asset investments.

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The following table presents the activities in digital assets for the year ended December 31, 2025:

For the year ended December 31, 2025

Digital Assets Number of Tokens Balance

Balance as of January 1, 2025 — $ —

Disposals/sales related to digital asset lending (2,961,550 ) (8,076,572 )

Realized loss on disposals/sales — (3,292,227 )

Digital assets are measured at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, using a quoted prices in active markets (Level 1 inputs).

For the year ended December 31, 2025, we incurred $1,614,717 in asset and strategic management fees under our strategic and asset management arrangements. These fees were calculated based on a tiered schedule applied to our average daily AUM, which include SUI, cash, and cash equivalents, but exclude assets related to our short-term lending business.

NOTE 4 — DIGITAL ASSET LOAN RECEIVABLE

On September 29, 2025, the Company entered into a digital currency loan agreement with Galaxy Digital LLC (“Galaxy”) pursuant to which the Company lent 961,550 SUI tokens. The loan carries a fee of 4.5% per annum, paid in digital assets and is structured as an evergreen facility with the ability to terminate with a seven‐day notice period at the election of the Company. The loan fee are payable in the same digital assets as loaned under the loan agreement. Under the terms of the loan agreement, Galaxy shall make the repayment in the same digital asset as loaned or a cash payment in U.S. Dollars equal to the then-current fair value of such assets.

On October 7, 2025, the Company entered into a separate digital currency loan agreement with BlueFin Labs Inc. (“BlueFin”) under which the Company lent 2,000,000 SUI tokens to BlueFin. In consideration, the Company is entitled to receive a fee equal to 5.0% of all revenues generated by BlueFin’s decentralized exchange, paid in SUI tokens. The loan fees are payable in the same digital assets as loaned under the loan agreement. This agreement has an initial term of three years and will automatically renew for successive three‐year periods unless terminated in accordance with its terms. Pursuant to the loan agreement, BlueFin is obligated to return the loaned digital assets in kind at maturity or upon earlier termination.

Neither of the above mentioned arrangements contains a collateral requirement.

Digital asset loan receivable — current $ 1,354,089

Digital asset loan receivable — non current 2,805,600

Less: provision for credit loss (548,144 )

Total Digital asset loan receivable (net) $ 3,611,545

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Digital asset loan receivables activity for the year ended December 31, 2025, is as follows.

SUI

Number of Tokens Balance

Balance as of January 1, 2025 - fair value basis — $ —

Origination of digital intangible asset loans receivable 2,961,550 8,076,571

Digital intangible asset loans interest receivable 3,726 5,589

Allowance for credit loss — (548,144 )

Fair value adjustment — (3,922,471 )

Digital asset loan receivables are measured at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, using a quoted prices in active markets (Level 1 inputs).

The Company did not have any digital asset loan receivable outstanding as of December 31, 2024.

NOTE 5 — PORTFOLIO INVESTMENTS

As discussed in "Note 1 — Organization", the Company ceased to qualify as an investment company during the quarter ended September 30, 2025 and therefore discontinued the application of ASC 946 on a prospective basis. Accordingly, the portfolio investment presentation by major asset class, which is required only for entities applying ASC 946, is not applicable for the year ended December 31, 2025 and is presented only for the year ended December 31, 2024.

The following table shows the composition of our portfolio investment by major class, at amortized cost and fair value, as of December 31, 2024 (together with the corresponding percentage of total portfolio investments):

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The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2024:

Portfolio Investments atFair Value Percentage ofFair Value

NOTE 6 — FAIR VALUE OF PORTFOLIO INVESTMENTS

The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2025, according to the fair value hierarchy:

Level 1 Level 2 Level 3 Total

Other equity — — — —

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The following table presents the fair value measurements of our portfolio investments by major class, as of December 31, 2024, according to the fair value hierarchy:

Level 1 Level 2 Level 3 Total

Other equity — — — —

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2025:

Balance

Net change in unrealized loss (2,748,134 )

Of the total net change in unrealized loss presented in the reconciliation, $2,748,773 relates to Level 3 portfolio investment still held as of December 31, 2025.

The following table presents a reconciliation of the beginning and ending fair value balances for our Level 3 portfolio investment assets for the year ended December 31, 2024:

For the year ended December 31, 2024

Short-TermNon-bankingLoans Preferred Stock Common Stock Other Equity

Purchases and other adjustments to cost 4,623,437 — — —

Sales and redemptions (8,720,000 ) — —

Conversion from preferred to Common Stock — (150,000 ) 150,000 —

Transfers between level 3 and level 1 (160,938 ) — — —

The net change in unrealized depreciation for the year ended December 31, 2024, attributable to Level 3 portfolio investments still held as of December 31, 2024 is $83,496.

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The following table lists our Level 3 investments held as of December 31, 2025, and the unobservable inputs used to determine their valuation:

Security Type 12/31/25 FMV Valuation Technique Unobservable Inputs Range

The following table lists our Level 3 investments held as of December 31, 2024, and the unobservable inputs used to determine their valuation:

Security Type 12/31/24 FMV Valuation Technique Unobservable Inputs Range

Other Equity — last secured funding known by company

There were no transfers between levels during the years ended December 31, 2025. There was one transfer between levels during 2024, which resulted from a loan that was converted into equity securities of a publicly traded entity. Upon conversion, the valuation inputs became observable, and the investment was transferred from Level 3 to Level 1 within the fair value hierarchy.

NOTE 7 — SHAREHOLDERS’ EQUITY

Private Placement

On July 31, 2025, the Company completed the Private Placement of 75,881,625 shares of Common Stock at an offering price of $5.42 per-share, and Pre-Funded Warrants to purchase up to 7,144,205 shares of Common Stock at an offering price of $5.4199 per Pre-Funded Warrant, exercisable at a per-share price of $0.0001. On July 31, 2025, the Company consummated the offer and sale of its securities pursuant to the Securities Purchase Agreement, dated as of July 27, 2025, by and among the Company and the investors identified on the signature pages thereto. The transaction was settled through a combination of cash, cash equivalent, and digital assets, resulting in cash and cash equivalents proceeds of $258,998,851, and the receipt of approximately $191,001,099 million in SUI tokens and USDT coins contributed in-kind by certain investors as part of their investment consideration. The Company issued warrants to management and a director in conjunction with the Private Placement. See “Note 8 — Share-Based Compensation” for further details.

The Company also issued warrants to the Sui Foundation (the “Foundation Investor Warrants”), to purchase 3,113,468 shares of Common Stock as follows: (i) 1,245,387 shares of Common Stock at an exercise price of $5.42 per-share; (ii) 1,245,387 shares of Common Stock at an exercise price of $5.962 per-share; (iii) 415,129 shares of Common Stock at an exercise price of $6.504 per-share; and (iv) 207,565 shares of Common Stock at an exercise price of $7.046 per-share. The Foundation Investor Warrants will vest over a 24-month period starting six months from the issue date in four equal installments (being 25% every six months).

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The Company also issued warrants to certain investors involved in the Private Placement (the “Pre-Funded Warrants”) to purchase 7,144,205 shares of Common Stock at an exercise price of $0.0001 per-share with a purchase price of $5.4199 for one Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants issued in the Private Placement are exercised in full. The Pre-Funded Warrants included provisions that restrict the holder from exercising any portion of the warrants to the extent that, following such exercise, the holder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding Common Stock. At the holder’s election this threshold may be increased to 9.99%. Additionally, upon providing at least 61 days’ prior written notice to the Company, the holder may further increase the beneficial ownership limitation up to 19.99% of the Company’s outstanding Common Stock immediately following the exercise.

The Pre-Funded Warrants and the Foundation Investor Warrants are classified in equity. Net proceeds received in the Private Placement were allocated to the Common Stock, the Pre-Funded Warrants, and the Foundation Investor Warrants on a relative fair value basis. As of December 31, 2025, a total of 3,050,523 shares of our Common Stock has been issued on exercise of Pre-Funded Warrants and Pre-Funded Warrants exercisable for a total of 4,093,682 shares of our Common Stock remain outstanding. However, all Pre-Funded Warrants are considered outstanding shares for calculation of earnings per share. See “Note 10 — Segment” for further details.

Placement Agent Agreement

On July 27, 2025, in connection with the Private Placement, the Company entered into a Placement Agent Agreement with A.G.P., (the “Placement Agent Agreement”) under which A.G.P. was appointed as the exclusive placement agent for the transaction. Pursuant to the terms of the agreement, the Company paid A.G.P. a cash fee of $18,000,000. Additionally, the Company issued warrants to A.G.P. (the “Placement Agent Warrants”), to purchase up to 3,113,469 shares of Common Stock, representing 3.75% of the securities sold in the Private Placement. These Placement Agent Warrants will become exercisable six months after the issuance date of July 31, 2025, and remain valid for five years from that date, with an exercise price of $5.962 per share. The Company also reimbursed A.G.P. for accountable legal expenses totaling $200,000 and non-accountable expenses of up to $25,000 related to the Private Placement. All cash fees and the fair value of the Placement Agent Warrants are recorded as equity issuance cost, net against the proceeds from the Private Placement. Placement Agent Warrants are accounted for as share-based compensation awards. See “Note 8 — Share-Based Compensation” for further details.

Common Stock Purchase Agreement

On August 1, 2025, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with A.G.P., granting the Company the right, but not the obligation, to direct A.G.P. to purchase up to the lesser of $500.0 million in aggregate gross proceeds or a number of shares not to exceed 19.99% of the Company’s outstanding Common Stock as of August 1, 2025, unless shareholder approval is obtained to exceed such threshold. The Company also entered into a Registration Rights Agreement with A.G.P. on the same date, pursuant to which it agreed to file a resale registration statement with the SEC covering the shares issuable under the Common Stock Purchase Agreement (the “Registration Rights Agreement”).

As of December 31, 2025, no shares have been issued under the Common Stock Purchase Agreement. Sales of Common Stock under the Purchase Agreement, if any, will be made at a per-share purchase price equal to no less than 95% of the volume-weighted average price over a specified period, as set forth in the Common Stock Purchase Agreement. Proceeds from any such sales will be used as described in the related registration statement and any applicable prospectus supplements.

Stock Repurchase Program

During the year ended December 31, 2025, the Company repurchased a total of 8,718,562 shares of Common Stock for $18,931,518 under its stock repurchase programs. The Company completed its original $2.0 million stock repurchase program and utilizing $16.9 million of a new $50.0 million stock repurchase program approved by the Board on September 15, 2025. As of December 31, 2025, $33.1 million remained available for future repurchase.

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2022 Public Offering

In connection with a public offering completed in 2022, the Company issued a five-year warrant to the underwriter to purchase up to 75,000 shares of Common Stock at an exercise price of $5.00 per-share. The warrant became exercisable 180 days after issuance and expires on August 8, 2027. During the year ended December 31, 2025, the underwriter exercised the warrant for 71,531 shares of Common Stock for an aggregate exercise price of $357,655. As of December 31, 2025, 3,469 shares remained outstanding under the warrant. This warrant is equity-classified.

NOTE 8 — SHARE-BASED COMPENSATION

Options

The Company’s 2022 Stock Incentive Plan (the “2022 Plan”) authorized the issuance of incentives relating to 900,000 shares of Common Stock. The 2022 Plan was amended by the Board on August 14, 2023, and a registration statement on Form S-8 respecting the 2022 Plan was filed with the SEC on August 23, 2023. As of December 31, 2025, incentives relating to the issuance of 870,000 shares of Common Stock have been issued under the 2022 Plan, leaving 30,000 shares available for issuance. These options were fully vested upon issuance and have a contractual term of 10 years.

The following table summarizes the activity for all stock options outstanding for the years ended December 31, 2025:

Options outstanding at beginning of year 670,000 $ 2.11

Granted — $ -

Forfeited — $ -

As of December 31, 2025, and 2024, all of the options were fully vested and there is no unrecognized compensation expense associated with the options. During the year ended December 31, 2025, and 2024, the Company did not grant any new options. As such, no compensation expense is recognized for the year ended December 31, 2025, and 2024. Aggregate intrinsic value of the options exercised for the year ended December 31, 2025 and 2024 was $354,175 and $0, respectively.

Warrants

In connection with the Private Placement (see “Note 7 — Shareholders’ Equity”) in the third quarter of 2025, the Company issued the following warrants to purchase its Common Stock in exchange for services:

(i) Warrants to Karatage Opportunities (“Karatage”), to purchase 3,113,469 shares of Common Stock (the “Lead Investor Warrants”) that vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to Karatage providing services under a strategic advisor agreement.

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(ii) Warrants to certain members of the management of the Company to purchase 1,245,388 shares of Common Stock (the “Management Warrants”) that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject to the relevant holders still being employed by the Company.

(iii) Warrants to certain advisors of the Company to purchase 207,565 shares of Common Stock (the “Advisor Warrants”) that are fully vested at issuance.

(iv) Warrants to purchase up to 3,113,469 shares of Common Stock (the “Placement Agent Warrants”) to A.G.P in connection with their services under Placement Agent Agreement that are fully vested at issuance.

(v) Warrants to purchase 207,565 shares of Common Stock (the “Director Warrant”) issued to a member of our Board that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months) subject continued service.

All the above warrants have a contractual term of five years. The following table summarizes the key terms of all warrants issued as compensation:

Number ofWarrants Exercise Price Exercisable as of Date Expiration Date

Lead Investor Warrants

Management Warrants

Director Warrants

All of the above warrants meet equity classification criteria and will be recognized based on the grant date fair value. For the year ended December 31, 2025, the Company recognized a total Stock-based Compensation expense of $4,431,781. Additionally, the Company recorded the fair value of the Placement Agent Warrants of $10,928,276 as equity issuance cost, net of the cash proceeds from the issuance of Common Stock in the Private Placement. As of December 31, 2025, there was $11,428,129 of unrecognized compensation cost related to warrants to be recognized over a weighted average period of 1.45 years.

The following table summarizes warrant activity for the period ended December 31, 2025:

Number of Weighted

Shares Average

Issuable Weighted Remaining

Upon Average Contractual Aggregate

Exercise of Exercise Life Intrinsic

Warrants Price (years) Value

Outstanding on December 31, 2024 - -

Exercised - $ -

Expired - $ -

Exercisable on December 31, 2025 -

The weighted average issue date fair value per share for the warrants issued in 2025 is $3.40. The Company used the Black-Scholes option pricing model for the warrants that were issued with a strike price at or lower than the Common Stock fair value and Monte-Carlo Simulation model for the warrants that were issued with strike price above the fair value of the Common Stock. The following table summarizes the assumptions used to calculate the issue date fair value of the warrants issued on July 27, 2025:

Inputs

Stock Price $ 5.42

Dividend Yield 0.00 %

Expected term (in years) 3.1 – 5

Risk-free rate 3.91 %

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NOTE 9 — Earnings Per Share

Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of Common Shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of dilutive Common Shares outstanding during the period. The Company’s potential dilutive Common Shares include stock options and warrants that are in the money. The Company uses the treasury stock method to compute the dilutive shares related to in-the-money stock options and warrants, to be included in the dilutive earning per share, when the effect is not anti-dilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings (loss) per share is set forth below:

Basic earnings per share:

Numerator:

Denominator:

Effect of dilutive shares - 107,020

Basic earnings (loss) per share $ (6.59 ) $ 0.18

Diluted earnings (loss) per share: $ (6.59 ) $ 0.18

For the year ended December 31, 2025, the following instruments were excluded from the computation of the dilutive earnings per share because their effect would be anti-dilutive:

Outstanding as ofDecember 31, 2025

For the year ended December 31, 2025, 4,093,682 shares of Pre-Funded Warrant were included in the denominator of both basic and diluted EPS calculation because Pre-Funded Warrants are exercisable for little cash consideration.

NOTE 10 — SEGMENT

The Company has one reportable operating segment, which is a digital asset platform focused on maximizing SUI per share value and advancing the Sui ecosystem. The legacy financing solutions business is not considered a separate reportable segment, as the Company’s segment reporting has been to reflect the Company’s current strategic and operational decision-making.

The Company’s chief operating decision makers (“CODM”) are the Company’s Chairman and the Chief Investment Officer, who, together, manage the Company’s operations as one operating segment for the purpose of evaluating financial performance and allocating resources.

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. The CODMs use revenue, unrealized gain/loss on SUI and operating income to assess performance and allocate resources. The significant segment expense categories regularly provided to the CODMs are the same as those included on the condensed statements of operations. The measure of segment assets is total assets as reported on the balance sheets.

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NOTE 11 — RELATED PARTY TRANSACTIONS

Karatage is a privately held entity co‐founded by the Company’s Chairman of the Board and the Company’s Chief Investment Officer. Accordingly, Karatage is considered a Related Party under ASC 850, Related Party Disclosures, due to the ownership interests and leadership roles held by members of the Company’s key management personnel.

During the year ended December 31, 2025, the Company engaged Karatage to serve as a strategic advisor to support the Company’s business initiatives and long‐term strategic planning pursuant to a strategic advisor agreement. Under this arrangement, the Company incurred advisory fees of $639,694 for the year ended December 31, 2025, which is included as part of professional fees in the statements of operations. As of December 31, 2025, $43,471 remained unpaid and is included in accounts payable and accrued liabilities on the balance sheet. In addition to the advisory arrangement described above, the Company also entered into other transactions with Karatage in connection with the PIPE transaction and equity‐based compensation arrangements. These transactions are discussed further in “Note 7 — Shareholders’ Equity” and “Note 8 — Share-Based Compensation” to the financial statements.

We held a promissory note with two shareholders in the principal amount of $250,000. The promissory note bore interest payable monthly at the rate of 10% per annum. The promissory note was secured by the debtors’ pledge to us of 277,778 shares of Common Stock. The note was paid in full including all accrued interest on September 26, 2024.

NOTE 12 — RETIREMENT SAVINGS PLANS

Our full-time employees are eligible to participate in a qualified defined contribution 401(k) plan whereby they may elect to have a specified portion of their salary contributed to the plan. We will make a safe harbor match equal to 100% of their elective deferrals up to a maximum of 5% of eligible earnings in addition to our option to make discretionary contributions to the plan. We made aggregate contributions to the plan totaling $26,320 and $20,000 for the years ended 2025 and 2024, respectively.

NOTE 13 — INCOME TAXES

The provision for/(benefit from) income taxes consisted of the following for the year ended December 31, 2025 and 2024:

December 31,

Current taxes

Deferred taxes

The table below provides the updated requirements of ASU 2023-09 for 2025. See “Note 2 — Summary of Significant Accounting Policies” for additional details on the adoption of ASU 2023-09.

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The effective income tax rate for the year ended December 31, 2025, differs from the statutory federal income tax rate as follows:

$ %

Non-taxable or non-deductible items: (73,937 ) 0.03

Total tax provision and effective tax rate $ 743,440 (0.28 )%

The Company’s effective tax rate of (0.28%) for the year ended December 31, 2025, is due primarily to state taxes and the application of a valuation allowance against the Company’s deferred tax assets.

As previously disclosed for the tax year ended December 31, 2024, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

Rate reconciliation:

Tax expense at U.S. statutory rate $ 423,931

Change in deferred tax rate (91 )

Prior year over accrual 4,923

Provision-to-return reconciliation (1,417 )

As of December 31, 2025, and 2024, we had a deferred tax asset of $0 and $770,000, respectively. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities as of December 31, 2025, and 2024 were as follows:

December 31,

Deferred tax assets

Unrealized loss on marketable securities $ - $ 69,887

Unrealized loss on digital assets 73,018,001 -

Current expected credit loss 153,133 -

Deferred tax liabilities

Total net deferred tax asset $ - $ 770,000

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Valuation allowances are established when the Company has concluded that it is more likely than not that such deferred tax assets are not realizable. The Company's ability to realize its remaining deferred tax assets as of December 31, 2025 is primarily dependent upon generating sufficient taxable income of the proper character in future years. Management has concluded that there is not sufficient positive evidence to support the expected realization of these deferred tax assets primarily due to the fact that unrealized investment on digital assets as of December 31, 2025 is a source of future taxable benefit that will not be offset by future taxable income on minimal deferred tax liabilities. As part of the assessment of the amount of the valuation allowance, the Company considered that it has the ability and intent to execute tax planning strategies if necessary, including selling digital assets with a built-in-gain.

After consideration of all available evidence, the Company has concluded that, as of December 31, 2025, it is more likely than not that its deferred tax assets will not be realized. If the market value of digital assets changes in future periods, the Company will assess other sources of forecasted taxable income of proper character, which could result in the release of the valuation allowance.

NOTE 14 — SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these financial statements were issued. The following subsequent events occurred after December 31, 2025, and did not require adjustment to the accompanying financial statements:

On January 5, 2026, the Company’s Chief Financial Officer, Joseph A. Geraci, II, resigned from the Board while continuing in his role as Chief Financial Officer and Board Observer. On the same date, the Board appointed Mr. Brian Quintenz (“Mr. Quintenz”) as a director and member of the Audit Committee. He will receive an annual director fee of $250,000 (paid quarterly) and warrants to purchase 207,565 shares of Common Stock at exercise prices ranging from $5.420 to $7.046, vesting over 24 months in equal semiannual installments and exercisable for five years. With Mr. Quintenz’s appointment, the Company is in compliance with Nasdaq Listing Rules related to board independence and Audit Committee composition.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met. The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2025 and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, described below.

Report of Management on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Exchange Act. The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As of December 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls were not effective as of December 31, 2025, due to a material weakness in our controls related to the proper accounting for transactions in accordance with GAAP. In order to remediate this matter, the Company has engaged outside consultants with expertise in accounting, financial reporting, and internal controls to assist management in evaluating and enhancing our accounting processes and controls. In addition, these consultants are supporting management in implementing new strategic initiatives designed to strengthen financial oversight and operational accountability for the year ended December 31, 2026. The Company expects that the actions taken and those planned, including the continued involvement of external resources, will remediate the identified material weakness; however, the material weakness will not be considered fully remediated until the applicable controls have been designed, implemented, and operated effectively for a sufficient period of time, and management has completed testing to confirm their effectiveness.

Changes in Internal Control Over Financial Reporting

Other than the steps taken to remediate material weakness as described, there were no changes in our internal control over financial reporting during the year ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

During the quarter ended December 31, 2025, our Company’s directors and officers did not adopt or terminate a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters, and Control Persons

As of December 31, 2025, the directors and executive officers of the Company were:

Name Age Position(s)

Marius Barnett 43 Chairman

Douglas M. Polinsky 66 Director and Chief Executive Officer

Joseph A. Geraci, II 56 Chief Financial Officer

Stephen Mackintosh 37 Chief Investment Officer

Howard Liszt 79 Director

Dana Wagner 50 Director

Marius Barnett has been chairman of the Board since July 31, 2025. He is a co-founder and Chief Executive Officer of Karatage. Mr. Barnett is an experienced principal investor, operator and board executive based in London who has identified and grown real estate, technology and early-stage venture capital businesses both organically and through strategic M&A to create high value profitable platforms including RN3, a pan-European logistics real estate investment fund launched in 2024. Mr. Barnett has served as managing partner of RN3 Partners LLP since November 2021. Mr. Barnett has also served as a director of Enhanced Ltd, a sports science company, since June 2025. Mr. Barnett has also served as a director of Vita Mojo, a hospitality software and consultancy services company, since July 2018. Previously, Mr. Barnett founded and served as a director of Hercules Hex Holdco Sarl, a commercial property holding fund, from January 2020 to February 2023. He also led operational, trading and acquisition activities as chief executive officer of Glencore International’s Southeast Asia platform from 2007 until the end of 2014. Mr. Barnett holds a Bachelor of Science in Actuarial Science and Mathematical Statistics from the University of Witwatersrand, South Africa. Mr. Barnett was appointed to the Board pursuant to the Investor Rights Agreement, dated July 31, 2025, by and between the Company (operating as Mill City Ventures III, Ltd.) and Karatage (the “Investor Rights Agreement”).

Douglas M. Polinsky co-founded the Company in January 2006 and since that time has been the Chief Executive Officer and Director of the Company. Prior to Mr. Barnett’s appointment on July 27, 2025, Mr. Polinsky also served as chairman of the Board. Since 1994, Mr. Polinsky has been the President of Great North Capital Consultants, Inc., a financial advisory and investment company that he founded. Great North Capital Consultants, Inc. primarily engages in the business of investing in hard money lending with collateral on the loans being first or second mortgages in both residential and commercial properties. In addition, Great North Capital Consultants Inc. makes direct investments in public and private companies. Since 2015, Mr. Polinsky has been an independent director of Liberated Syndication, Inc., a Nevada corporation with its operations in Pennsylvania. Liberated Syndication, Inc. is a host and publisher of podcasts. Mr. Polinsky is a member of the audit and compensation committees of the board of directors of Liberated Syndication. Mr. Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada, Las Vegas in 1981.

Joseph A. Geraci, II co-founded the Company in January 2006 and has been the Chief Financial Officer of the Company since that time. He served on a director from January 2009 until January of 2026. Since February 2002, Mr. Geraci has been managing member of Isles Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business development. In March 2005, Mr. Geraci also became the managing member of Mill City Advisors, LLC, the general partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly in both private and public companies. From January 2005 until August 2005, Mr. Geraci served as the Director of Finance for Gelstat Corporation, a purveyor of homeopathic remedies, based in Bloomington, Minnesota. Mr. Geraci provided investment advice to clients as a stockbroker and Vice President of Oak Ridge Financial Services, Inc., a Minneapolis-based broker-dealer firm, from June 2000 to December 2004. While at Oak Ridge Financial Services, Mr. Geraci’s business was focused on structuring and negotiating debt and equity private placements with both private and publicly held companies. Mr. Geraci was employed at other Minneapolis brokerage firms from July 1991 to June 2000. From his career and investment experiences, Mr. Geraci has established networks of colleagues, clients, co-investors, and the officers and directors of public and private companies. These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment.

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Stephen Mackintosh has been the Chief Investment Officer of the Company since being appointed on July 31, 2025. He is a co-founder and employee of Karatage. He has also served as an advisor to the web3 cohort at Entrepreneurs First, a talent incubator that has helped create over 600 startups with a combined value of over $11 billion. Previously, Mr. Mackintosh was Chief Commercial Officer at Re:infer, a natural language processing startup that was acquired by UiPath (NYSE: PATH) in August 2022. He also served as an advisor to Resolve Group, a London-based finance company providing corporate finance and restructuring services, acquired by Evelyn Partners. Mr. Mackintosh earned a 1st Class BA Honors degree from University College London. Mr. Mackintosh does not have a direct employment agreement with the Company.

Howard Liszt has been a director of the Company since October 25, 2013. He previously served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001. Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world. Mr. Liszt has served as a board member for several industry-leading companies including Land O’ Lakes, ShuffleMaster, Ocular Sciences, Coleman Natural Foods, and Eggland’s Best. Mr. Liszt holds a Bachelor of Arts in Journalism and Marketing and a Master of Science in Marketing from the University of Minnesota, Minneapolis.

Dana Wagner has been a director of the Company since July 31, 2025. He is a lawyer by training and has served in a variety of senior-level roles across private-sector technology firms and in the U.S. federal government. Most recently, Mr. Wagner was Chief Legal Officer and Corporate Secretary at Twilio (NYSE: TWLO), a leading cloud communications platform. He previously served as Chief Legal Officer and Corporate Secretary at Impossible Foods and, before that, as General Counsel and Corporate Secretary at Square (now, Block), where he led the company through a successful IPO. Before entering the private sector, Mr. Wagner held a variety of senior-level government roles, including Assistant U.S. Attorney for the Northern District of California and trial attorney in the Antitrust Division at the U.S. Department of Justice. Mr. Wagner currently serves on the board of managers for Coinbase Custody Trust Company, the institutional arm of the publicly traded cryptocurrency exchange. He is also a council member at Earthjustice, a non-profit public interest law organization. Based in San Francisco, Mr. Wagner holds a B.A. from U.C. Berkeley and J.D. from Yale Law School.

Under the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s shareholders.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. With regard to Mr. Barnett, the Board considered his expertise in cryptocurrency, investing, board membership and venture capital. With respect to Messrs. Polinsky and Geraci, the Board considered their significant experience, expertise and background with regard to investing in general and the Company in particular. With regard to Mr. Liszt, the Board considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience. With regard to Mr. Wagner, the Board considered his experience in the cryptocurrency industry and senior legal positions in various companies and the U.S. federal government.

There are no family relationships among our directors and executive officers. During the past ten years, none of our directors or executive officers has been involved in any of the proceedings described in Item 401(f) of Regulation S-K.

Code of Ethics

Our Board adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013, in connection with the Company’s election to become a BDC. The Code of Ethics includes our Company’s principal executive officer and principal financial officer, or persons performing similar functions, as required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The Company formally revised the Code of Ethics again in March 2021, to reflect the Company’s withdrawal of its BDC election. The Code of Ethics is available at our website, suig.io, or without charge, to any shareholder upon written request made to Sui Group Holdings Limited, Attention: Chief Executive Officer, 1907 Wayzata Blvd., Suite 205, Wayzata, MN 55391.

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Changes to Board of Director Nomination Procedures for Shareholders

None.

Communication with Board Members

Our Board has provided the following process for shareholders and interested parties to send communications to our Board and/or individual directors. All communications should be addressed to Sui Group Holdings Limited, 1907 Wayzata Boulevard, Suite. 205, Wayzata, MN 55391, Attention: Chief Executive Officer. Communications to individual directors may also be made to such director at our company’s address. All communications sent to any individual director will be received directly by such individuals and will not be screened or reviewed by any company personnel. Any communications sent to the Board in the care of the Chief Executive Officer will be reviewed by that officer to ensure that such communications relate to the business of the Company before being reviewed by the Board.

Committees of the Board of Directors; Audit Committee Financial Expert

The Board has the Audit Committee, a compensation committee (the “Compensation Committee”), and a corporate governance and nominating committee (the “Corporate Governance and Nominating Committee”). As of December 31, 2025, the members of the Audit Committee were Messrs. Liszt and Wagner, each of whom is independent for purposes of the Exchange Act and Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2). The Board has adopted a charter for the Audit Committee, a copy of which is available at the Company’s website at suig.io. The Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the Board (including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any, reviewing with its independent accountants the plans and results of the audit engagement, approving professional services provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy of its internal accounting controls. The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Board has not determined that Mr. Liszt is an “audit committee financial expert” within the meaning of the rules of the Commission. The Board has determined that each of the Audit Committee members is able to read and understand fundamental financial statements. At least one member of the Audit Committee (Mr. Liszt) has past employment experience as a chief executive officer with financial oversight responsibilities, resulting in his financial sophistication for the purposes of Nasdaq Listing Rule 5606(c)(2). Mr. Liszt currently serves as chair of the Audit Committee.

The Compensation Committee comprises Messrs. Liszt and Wagner, each of whom is independent for purposes of the Exchange Act and Nasdaq Listing Rule 5605(d)(2)(A). The Compensation Committee is responsible for approving the Company’s compensation arrangements with its executive management, including bonus-related decisions and employment agreements with respect to such individuals. The Board has adopted a charter for the Compensation Committee, a copy of which is available at suig.io.

The Corporate Governance and Nominating Committee comprises Messrs. Liszt and Wagner, each of whom is independent for purposes of the Exchange Act. The Corporate Governance and Nominating Committee is responsible for advising the Board on a broad range of issues surrounding the composition and operation of the Board and its committees, specifically including identifying criteria for suitable Board candidates, identifying individuals suited to service on the Board (consistent with those criteria), recommending director candidates to the Board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations to the Board and its committees. The Board has adopted a charter for the Corporate Governance and Nominating Committee, a copy of which is available at suig.io.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC. Based solely on our review of forms filed electronically with the SEC and written representations from the reporting persons, we believe that all required Section 16(a) reports were filed timely during fiscal year 2025, except (i) one Form 3 for Karatage related to becoming a director by deputization and four transactions in the Private Placement that was filed on February 17, 2026; (ii) one Form 4 for Dana Wagner related to four transactions; and (iii) one Form 4 for Douglas Polinsky related to a gift of shares to his adult daughters. Mr. Wagner filed a Form 5 on February 17, 2026 and Mr. Polinsky filed a Form 5 on February 19, 2026.

Insider Trading Policy

Our Board adopted an Insider Trading Policy on August 5, 2008 (the “Insider Trading Policy”), reviewed on February 26, 2010 and February 28, 2013 and revised on February 15, 2016. The Company’s Insider Trading Policy governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company. A copy of our Insider Trading Policy is filed with this Annual Report, as Exhibit 19.

Subsequent Events

Changes to Composition of the Board

On January 5, 2026, Joseph A. Geraci, II (“Mr. Geraci”), Chief Financial Officer, resigned from his position as director. The decision by Mr. Geraci to resign from the Board did not arise from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Mr. Geraci will continue to serve as the Company’s CFO and Board Observer. The Board then appointed “Mr. Quintenz” to serve as a member of the Board and the Audit Committee.

Upon Mr. Quintenz’s appointment, the Board was composed of five directors, of which Mr. Wagner, Mr. Liszt and Mr. Quintenz were deemed by the Board to be “independent” under the definitions set forth in Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2)(A). Also upon Mr. Quintenz’s appointment, the Audit Committee was composed of three directors, Mr. Dana Wagner, Mr. Howard Liszt and Mr. Quintenz, each of whom the Board has deemed to be “independent” under Nasdaq Listing Rule 5605(c)(2)(A). On January 5, 2025, the Board also appointed Mr. Liszt as chair of the Audit Committee. The Board has determined that Mr. Liszt is financially sophisticated within the meaning of Nasdaq Listing Rule 5605(c)(2). On January 9, 2026, Nasdaq confirmed that the Company had returned to compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2) pertaining to Board independence and Audit Committee composition.

ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934 and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

Our named executive officers for the fiscal year ending December 31, 2025, are (i) Mr. Douglas M. Polinsky, our President and Chief Executive Officer, and member of the Board, (ii) Mr. Joseph A. Geraci, II, our Chief Financial Officer and (iii) Stephen Mackintosh, our Chief Executive Officer (together, our “named executive officers”). Stephen Mackintosh, our Chief Investment Officer, was also an executive officer of the Company in fiscal year 2025; however, Mr. Mackintosh did not receive any compensation from the Company for his services as an executive officer and is thus not included in this disclosure. Messrs. Polinsky, Geraci and Mackintosh are the only executive officers of the Company.

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2025 Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our named executive officers during the Company’s two most recent fiscal years ended December 31, 2025, and 2024.

Employment Agreements with Named Executive Officers

On February 1, 2025, we entered into an executive employment agreement (each, a “Prior Employment Agreement”) with each of Messrs. Polinsky and Geraci, each of whom have been executive officers of our Company since its founding. Each Prior Employment Agreement was effective as of January 1, 2025, and has a term that lasts for two full years thereafter, ending on December 31, 2026 (subject to extension by mutual agreement of the parties). Each Prior Employment Agreement provides the named executive officer with a base annual salary of $220,000. Pursuant to the Prior Employment Agreement, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) plan. Each Prior Employment Agreement contains two-year non-competition and non-solicitation covenants, as well as a customary covenant relating to the confidentiality of our company information. In the event that the named executive officer is terminated for Cause (as defined in the Prior Employment Agreements), or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination. In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term.

We entered into new employment agreements with each of the named executives that were effective as of July 31, 2025 (the “New Employment Agreements”) and supersede the Prior Employment Agreements. Each New Employment Agreement has a term that lasts for three years thereafter, subject to extension by mutual agreement of the parties. Pursuant to each New Employment Agreement, each named executive officer is entitled to a base annual salary of $450,000 and is eligible to receive an annual cash bonus of up to 100% of his base salary, payable at the discretion of the Compensation Committee. Under the New Employment Agreements, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) retirement plan. Additionally, each New Employment Agreement contains one-year non-competition and non-solicitation covenants, as well as customary covenants relating to the confidentiality of Company information. In the event that a named executive officer is terminated for Cause (as defined in the New Employment Agreements) or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination. In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term. Neither New Employment Agreement contains any change-in-control provisions.

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Management Warrants

Pursuant to the Securities Purchase Agreements and in connection with the Private Placement, upon the closing of the Private Placement on July 31, 2025, the Company issued Management Warrants to Messrs. Polinsky and Geraci, pursuant to which, the named executive officers may purchase up to 622,694 shares of our Common Stock individually, or an aggregate of 1,245,388 shares of our Common Stock collectively. The Management Warrants entitle each named executive officer to purchase the following shares of our Common Stock at the applicable exercise prices: (i) 311,347 shares at an exercise price of $5.42 per share; (ii) 207,565 shares at an exercise price of $6.50 per share; and (iii) 103,782 shares at an exercise price of $7.05 per share. The Management Warrants will vest in four substantially equal installments (being 25% every six months) over the 24-month period measured from the date of issuance of the Management Warrants, subject to the named executive officer’s continued employment with the Company at each respective vesting date. The Management Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth certain information concerning outstanding stock options held by our named executive officers as of December 31, 2025.

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Policies and Practices Related to the Grant of Certain Equity Awards

During 2025, we granted warrants to employees, including our named executive officers. We do not take material nonpublic information (“MNPI”) into account in determining the timing of grants of stock options, stock appreciation rights, or similar instruments with option-like features. Further, we have not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation. The only options we grant are issued pursuant to our equity incentive plan and the only similar instruments with option-like features that we grant are the warrants granted to certain non-employee directors upon hiring and the Management Warrants granted to our named executive officers in 2025. The process of offering these instruments does not take into consideration the disclosure of material nonpublic information; however, we do not believe we were in possession of any material nonpublic information at the time the Management Warrants and the Director Warrants (as defined below) were granted.

The following table is provided pursuant to Item 402(x)(2) of Regulation S-K.

Non-Employee Director Compensation

For 2025, we paid a total of $423,948 in director fees to our non-employee directors. We do not pay any compensation to our named executive officers, Messrs. Polinsky and Geraci, in connection with their service on the Board. See the “2025 Summary Compensation Table” above for information on the total compensation paid to Messrs. Polinsky and Geraci for all services provided by them to the Company.

Liszt Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Liszt receives an annual director fee of $70,000.

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Wagner Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Wagner receives an annual director fee of $250,000, paid on a quarterly basis. In addition, on July 31, 2025, the Company issued to Mr. Wagner the Director Warrants to purchase 207,565 shares of our Common Stock at various prices per share, as follows: (i) 83,026 shares at an exercise price of $5.42 per share; (ii) 41,513 shares at an exercise price of $5.962 per share; (iii) 41,513 shares at an exercise price of $6.504 per share; and (iv) 41,513 shares at an exercise price of $7.046 per share. The Director Warrants will vest in four substantially equal instalments (being 25% every six months) over a 24-month period measured from the date of issuance (July 31, 2025), subject to Mr. Wagner (i) being a director of the Company at each respective vesting date and (ii) not having been legally and validly terminated or removed as a director pursuant to the Company’s bylaws and applicable law. The Director Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Berman Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Berman received an annual director fee of $22,935. As reported by the Company on July 31, 2025, Mr. Berman resigned from his role as a non-employee director of the Company. There were no disagreements between the Company and Mr. Berman that led to his decision to resign.

Zipkin Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr. Zipkin receives an annual director fee of $70,000. As reported by the Company on July 15, 2025, Mr. Zipkin passed away.

Non-Employee Director Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors.

Name Fees Earned or Paid in Cash Option Awards(1) All Other Compensation Total

Marius Barnett(2) $ - $ - $ - $ -

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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information for equity compensation plans in effect as of December 31, 2025:

(a) (b) (c)

Equity compensation plans not approved by security holders — — —

The securities reflected in column (a) above were issued pursuant to the company’s 2022 Plan.

Information concerning securities authorized for issuance under equity compensation plans is included in Note 2 — Summary of Significant Accounting Policies - Stock-Based Compensation to our Financial Statements included elsewhere in this Annual Report.

The following table sets forth certain information, as of the date of this Annual Report, with respect to any person (including any “group,” as that term is used in Section 13(d)(3) of the Exchange Act, as amended) who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group. As of the date of this Annual Report, we have 76,802,872 shares of Common Stock outstanding.

Unless otherwise indicated in the table or its footnotes, the business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391, and each such person or entity has sole voting and investment power with respect to the shares of Common Stock set forth opposite their respective name.

Number of Shares Beneficially Owned (1) Percentage of Outstanding Shares (1)

Marius Bennett (1) — 0.00 %

Brian Quintrenz(6) — 0.00 %

Stephen Mackintosh(10) — 0.00 %

(*) The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

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(1) Mr. Barnett is the Chairman of our Company.

(2) Mr. Polinsky is our Chief Executive Officer. The reported figure includes 128,915 shares of Common Stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs. Polinsky and Geraci; 311,588 shares of Common Stock held individually and directly by Mr. Polinsky. The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 250,000 shares of Common Stock and warrants to purchase 622,694 shares of Common Stock that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to Mr. Polinsky still being employed by the Company. As of the date of this Annual Report, 155,674 warrants had vested. 30,560 of Mr. Polinsky’s shares have been pledged as security.

(3) Mr. Geraci is our Chief Financial Officer. The reported figure includes 128,915 shares of Common Stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs. Geraci and Polinsky; 123,792 shares of Common Stock held individually and directly by Mr. Geraci. The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 125,000 shares of Common Stock and warrants to purchase 622,694 shares of Common Stock that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to Mr. Geraci still being employed by the Company. As of the date of this Annual Report, 155,674 warrants had vested.

(4) Mr. Liszt is a director of the Company. The reported figures include a presently exercisable non-statutory stock option for the purchase of up to 100,000 shares of Common Stock.

(5) Mr. Wagner is a director of the Company. The reported figure represents warrants to purchase 207,565 shares of Common Stock issued to Mr. Wagner that vests over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to continued service. As of the date of this Annual Report, 51,891 warrants had vested.

(6) Mr. Quintenz is a director of the Company as of January 5, 2026. The reported figure represents warrants to purchase 207,565 shares of Common Stock issued to Mr. Quintenz that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to continued service. As of the date of this Annual Report, none of warrants issued to Mr. Quintenz have vested.

(7) The Sui Foundation is a company incorporated under the laws of the Cayman Islands. The address of record is 9 Forum Lane, Suite 3119 Camana Bay, Grand Cayman, Cayman Islands, KY-9006.

(8) Number of shares of Common Stock based on a Schedule 13G filed with the SEC on October 1, 2025, by MMCAP International Inc. SPC and MM Asset Management Inc. The principal business address of MMCAP International Inc. SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business address of MM Asset Management Inc is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario M5J 2S1 Canada.

(9) Karatage is a company incorporated under the laws of the Cayman Islands Renough Limited, a company incorporated under the laws of the Isle of Man, is the trustee of Kivalina Trust. Kivalina Trust, a trust organized under the laws of the Isle of Man, is the sole shareholder of Kivalina Investment Holdings Limited, a company incorporated under the laws of the Isle of Man, and Kivalina Investment Holdings Limited is the majority shareholder of Karatage Ventures (Jersey) Limited, a company incorporated under the laws of the Isle of Jersey (“Karatage Ventures”). Karatage Ventures is the sole shareholder of Karatage Capital Holdings (Jersey) Limited, a company incorporated under the laws of Jersey (“Karatage Capital”), and Karatage Capital is the sole shareholder of Karatage. Karatage is the direct holder of the Common Stock of the Company. Leo Kassam and Laura Marie McGeever, both citizens of the Cayman Islands, are members of the two-member board of directors of Karatage. The address of record is 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands, KY1-1002.

(10) Mr. Mackintosh is the Chief Investment Officer of our Company.

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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons and Certain Conflict Disclosures

We maintain a conflict of interest and related party transactions policy requiring that (i) certain disclosures be made to the Board in relation to situations where officers, directors, significant shareholders, or any of their affiliates may enter into transactions with us, and (ii) certain disclosures appear in the reports prepared and filed with the SEC. Our related party transactions requiring disclosure under this policy are as follows:

Agreements with the Sui Foundation:

The Sui Foundation beneficially owns 6.22% of the Company’s Common Stock. In connection with the Private Placement we entered into the following agreements with the Sui Foundation:

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Agreements with Karatage:

Agreements with other Related Persons:

Related Party Transaction Policy

The Board adopted a written Related Party Transaction Policy. That policy governs the approval of all related party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.). The policy contains a minimum dollar threshold of $5,000.

The entire Board administers the policy and the charter of the Audit Committee provides that the Audit Committee will review for approval any related party transactions. In general, after full disclosure of all material facts, review and discussion, the Board approves or disapproves related party transactions by a majority vote of the directors who have no direct or indirect interest in such transaction. Procedurally, no director is allowed to vote in any approval of a related party transaction for which he or she is the Related Party (as defined by Related Party Transaction Policy), except that such a director may otherwise participate in a related discussion and shall provide to the Board all material information concerning the related party transaction and the director’s interest therein. If a related party transaction will be ongoing, the Board may establish guidelines for management to follow in its ongoing dealings with the related party.

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Director Independence

As of the date of filing, the Company currently has five directors, and our Board has determined that three of our directors—Messrs. Liszt, Wagner, and Quintenz—qualify as independent directors in accordance with the applicable rules and regulations of the SEC and the listing requirements and the rules of Nasdaq. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, in making this determination, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, and our Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees for professional audit services provided by Boulay PLLP for the audit of the Company’s annual financial statements for the years ended December 31, 2025, and December 31, 2024, as well as the fees billed for tax fees and other services rendered by Boulay PLLP during the years ended December 31, 2025, and December 31, 2024.

Tax Fees - -

All Other Fees - -

Audit Fees. The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2025 and 2024 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2025. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified. The increase in audit fees is related to the additional audit work associated with the private placement transaction, warrant issuances, and digital asset treasury strategy change with increased work around evaluating the new accounting policies, procedures, controls, as well as the rewrite of the 10-K and continuing changes and edits to the 10-K and 10-Q filing.

Audit-Related Fees. The audit related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit Fees.” These services typically include attestation services not required by statute or regulations, assistance with SEC filings (e.g. comfort letters or consents), and accounting and financial reporting consultations regarding the application of generally accepted accounting principles to proposed transactions. The audit-related fees are related to issuance of comfort letters associated with the private placement transaction as well as the equity line of credit.

Tax Fees. The fees identified under this caption were for tax compliance and corporate tax services. Corporate tax services encompass a variety of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.

All Other Fees. The fees identified under this caption were for aggregate fees billed for all other products and services provided by Boulay PLLP that do not fall within the categories of Audit Fees, Audit‐Related Fees, or Tax Fees.

Audit Committee Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee has a policy that gives the Audit Committee authority to pre-approve all audit and non-audit services to be performed by the independent registered public accounting firm or any other registered public accounting firm engaged by the Company and the related fees for such services other than prohibited non-auditing services as promulgated under rules and regulations of the SEC, subject to the inadvertent de minimis exceptions set forth in the Sarbanes-Oxley Act of 2002 and the SEC rules. The Audit Committee approves all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm in years ended 2025 and 2024 were pre-approved by the Audit Committee.

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PART IV

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

Exhibit Number Description

4.7 Description of Registrant’s Securities.

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19* Insider Trading Policy.

23.1* Consent of Independent Registered Public Accounting Firm

31.1* Section 302 Certification of the Chief Executive Officer.

31.2* Section 302 Certification of the Chief Financial Officer.

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______________

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUI Group Holdings Limited