Item 5. Other Information
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
(c) None.
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ITEM 6. EXHIBITS
Exhibit
Number
Description
3.1
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed January 23, 2013).
3.2
Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 11, 2022).
3.3
Articles of Amendment to Amended and Restated Articles of Incorporation. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 26, 2025).
3.4
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).
4.1
Form of Pre-Funded Common Stock Purchase Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
4.2
Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
4.3
Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
4.4
Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
4.5
Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
4.6
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.1
Form of Securities Purchase Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.2
Placement Agency Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.3
Form of Registration Rights Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.4
Strategic Advisor Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage Opportunities (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.5
Asset Management Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.6
Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and the Sui Foundation (incorporated by reference to Exhibit 10.6 to the Form S-1/A, filed with the SEC on August 28, 2025).
10.7
Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025).
10.8
Registration Rights Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025).
10.9
Custodial Services Agreement with BitGo, dated as of July 26, 2025, by and between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd. and BitGo Trust Company, Inc. (incorporated by reference to Exhibit 10.22 to the Registrant’s Form S-1/A, filed with the SEC on August 28, 2025).
31.1*
Section 302 Certification of the Chief Executive Officer
31.2*
Section 302 Certification of the Chief Financial Officer
32.1*
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
_______________
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SUI GROUP HOLDINGS LIMITED
Date: November 13, 2025
By:
/s/ Douglas M. Polinsky
DOUGLAS M. POLINSINKY
Chief Executive Officer
Date: November 13, 2025
By:
/s/ Joseph A. Geraci, II
JOSEPH A. GERACI, II
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.