What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-10 · 530 added, 306 removed, 270 unchanged (76% of the section changed)

5 unchanged sentences

Statements of Cash Flows — Years ended December 31, 2025 and December 31, 2024

Investment Schedules — December 31, 2024 and December 31, 2023

Investment Schedules — December 31, 2024

Notes to Financial Statements

1 unchanged sentence

To the Board of Directors and

Shareholders’ of Mill City Ventures III, Ltd.

Shareholders of Sui Group Holdings Limited

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Mill City Ventures III, Ltd.

(the Company) as of December 31, 2024 and 2023, including the investment schedules and the related statements of operations, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as 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.

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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 was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements.

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.

Valuation of investments which utilize significant unobservable inputs

Description of the Matter

At December 31, 2024, the balances of the Company’s investments, at fair value, categorized as Level 3 within the fair value hierarchy totaled $13,006,231.

The fair values of these investments are determined by management using the valuation techniques and significant unobservable inputs described in Notes 5 and 6 to the financial statements.

Auditing the fair value of the Company’s investments categorized as Level 3 within the fair value hierarchy was complex and involved a high degree of auditor subjectivity and judgement due to the estimation uncertainty resulting from the unobservable nature of the inputs used in the valuations and the limited number of comparable market transactions for the same or similar investments.

Valuation of portfolio investments which utilize significant unobservable inputs and digital asset loan receivables associated with credit allowances

At December 31, 2025, the balances of the Company’s investments, at fair value, categorized as Level 3 within the fair value hierarchy totaled $13,658,097 and the credit allowance assigned to the digital asset loan receivables totaled $548,144.

The values are determined by management using the valuation techniques and significant unobservable inputs described in Notes 2, 4, 5, and 6 to the financial statements.

Auditing the values of the Company’s investments categorized as Level 3 within the fair value hierarchy and the credit allowance associated with the digital asset loan receivables was complex and involved a high degree of auditor subjectivity and judgement due to the estimation uncertainty resulting from the unobservable nature of the inputs used in the valuations and the limited number of comparable market transactions for the same or similar investments.

How We Addressed the Matter in our Audit

We obtained an understanding and evaluated the design of controls over the Company’s valuation process, including management’s assessment of the significant inputs and estimates used in the fair value measurements.

We performed the following procedures, among others, for the Company’s Level 3 investments:

We obtained an understanding and evaluated the design of controls over the Company’s valuation and estimate process, including management’s assessment of the significant inputs and estimates used in the fair value and credit allowance measurements.

We performed the following procedures, among others, for the Company’s Level 3 investments and credit allowance associated with the digital asset loan receivables:

We evaluated the valuation techniques used by the Company and considered the consistency in application of the valuation techniques to each subject investment and investment class.

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For investments sold during the year or subsequent to year-end, we compared the transaction price to the Company’s fair value estimate to assess the reasonableness of management’s fair value estimates.

We compared the available market data related to credit losses to the data and assumptions utilized by the Company.

/s/ Boulay PLLP

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

Minneapolis, Minnesota

March 7, 2025

Mill City Ventures III, Ltd.

Minneapolis, MN

February 27, 2026

SUI GROUP HOLDINGS LIMITED

BALANCE SHEETS

Investments, at fair value (cost:

$ 13,717,089 and $ 18,577,481 , respectively)

Note receivable, related party

Current Assets

Cash and cash equivalents

Portfolio investments, at fair value (cost:

$ 7,460,216 and

$ 13,717,089 , respectively)

Digital asset loan receivable, at fair value (cost:

$ 3,399,860 and $ 0 )

Interest and dividend receivable

Digital assets receivable, at fair value (cost:

$ 53,565 and $ 0 )

Prepaid expenses

Interest and dividend receivables

Right-of-use operating lease asset

Income tax receivable

Deferred taxes

Total current assets

Digital assets, at fair value (cost:

$ 401,991,599 and $ 0 )

Portfolio investments, at fair value (cost:

$ 10,000,000 and $ 0 )

Digital asset loan receivable, at fair value (cost:

$ 4,682,300 and $ 0 )

$ 190,364,976

Liabilities and Shareholders' Equity

Current Liabilities

Accounts payable

Deferred income

Accrued payroll liabilities

Operating lease liability

Accrued income tax

Total current liabilities

Long Term Liabilities

Deferred income

Total long term liabilities

Total liabilities

Commitments and Contingencies

SHAREHOLDERS EQUITY (NET ASSETS)

Shareholders' Equity

Common Stock, par value $ 0.001 per share ( 2,000,000,000 authorized;

6,385,255 issued and outstanding)

76,802,872 and 6,385,255 issued and outstanding, respectively)

Additional paid-in capital

Additional paid-in capital - stock options

Accumulated deficit

1 unchanged sentence

( 1,159,665 )

Accumulated undistributed investment loss

( 1,052,183 )

Accumulated undistributed investment gain (loss)

Accumulated undistributed net realized gains on investment transactions

Net unrealized depreciation in value of investments

( 1,292,804 )

Total Shareholders’ Equity (Net Assets)

Total shareholders' equity

Total liabilities and shareholders' equity

Net Asset Value Per Common Share

The accompanying notes are an integral part of these financial statements.

Mill City Ventures III, Ltd.

$ 190,364,976

See accompanying Notes to Financial Statements

SUI GROUP HOLDINGS LIMITED

STATEMENTS OF OPERATIONS

Investment Income

Interest income

Total Investment Income

Portfolio investment income

Digital lending interest income

SUI staking revenue

Total Revenues

Operating Expenses

Professional fees

Director’s fees

Interest expense

Stock-based Compensation

Asset and strategic management fees

Compensation expense

Unrealized loss on digital assets, net

Realized loss on digital assets

Provision for digital asset loan credit losses

Net realized and unrealized gain on portfolio investments

Other general and administrative

Total Operating Expenses

Net Investment Gain (Loss)

Realized and Unrealized Gain (Loss) on Investments

Net realized loss on investments

Net change in unrealized appreciation (depreciation) on investments

Net Realized and Unrealized Gain (Loss) on Investments

Operating Income (Loss)

$ ( 264,037,495 )

Net Increase (Decrease) in Net Assets Resulting from Operations Before Taxes

Other Income/(Loss)

Portfolio investment income

Net realized and unrealized loss on portfolio investments

( 3,059,626 )

Total Other Loss

Income (Loss) Before Taxes

$ ( 264,209,635 )

Provision for (Benefit from) Income Taxes

Net Increase (Decrease) in Net Assets Resulting from Operations

Net Income (Loss)

$ ( 264,953,075 )

Net Increase (Decrease) in Net Assets Resulting from Operations per share:

Earnings per Share

Weighted-average number of common shares outstanding - basic

Weighted-average number of common shares outstanding - diluted

The accompanying notes are an integral part of these financial statements.

Mill City Ventures III, Ltd.

See accompanying Notes to Financial Statements

SUI GROUP HOLDINGS LIMITED

STATEMENTS OF SHAREHOLDERS EQUITY

For the years ended December 31, 2024 and 2023

Year Ended December 31, 2024

December 31, 2025

Common Shares

Additional Paid In Capital

Accumulated Deficit

Accumulated Undistributed Net Investment Gain (Loss)

Accumulated Undistributed Net Realized Gain (Loss) on Investment Transactions

Net Unrealized Appreciation (Depreciation) in Value of Investments

Total Shareholders’ Equity

Accumulated Undistributed Net Portfolio Investment Gain (Loss)

Accumulated Undistributed Net Realized Gain on Portfolio Investments Transactions

Net Unrealized Depreciation in value of Portfolio Investments

Shareholders'

Balance as of December 31, 2024

2 unchanged sentences

$ ( 263,527 )

Undistributed net investment gain

Undistributed net realized loss on investment transactions

Appreciation in value of investments

Issuance of shares and warrants in private offering, net of issuance costs of $21,192,358

Exercise of stock options and warrants

Stock-based Compensation

Repurchase of common shares

( 8,718,562 )

( 18,922,799 )

( 18,931,518 )

Undistributed net portfolio investment gain

Undistributed net realized gain on portfolio investment transactions

Depreciation in value of portfolio investments

Cumulative effect of ASC 946 derecognition

( 4,394,060 )

( 266,081,856 )

Balance as of December 31, 2025

2 unchanged sentences

$ 169,741,679

Year Ended December 31, 2023

December 31, 2024

Common Shares

Additional Paid In Capital

Accumulated Deficit

1 unchanged sentence

Accumulated Undistributed Net Realized Gain (Loss) on Investment Transactions

Net Unrealized Depreciation in Value of Investments

Total Shareholders’ Equity

Net Unrealized Appreciation (Depreciation) in Value of Investments

Shareholders'

Balance as of December 31, 2023

2 unchanged sentences

$ ( 1,292,804 )

Stock-based compensation

Exercise of stock options

Undistributed net investment gain

Undistributed net realized loss on investment transactions

Depreciation in value of investments

Undistributed net portfolio investment gain

Undistributed net realized gain on portfolio investment transactions

Appreciation in value of portfolio investments

Balance as of December 31, 2024

2 unchanged sentences

$ ( 263,527 )

The accompanying notes are an integral part of these financial statements.

Mill City Ventures III, Ltd.

See accompanying Notes to Financial Statements

SUI GROUP HOLDINGS LIMITED

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net increase (decrease) in net assets resulting from operations

Net income (loss)

$ ( 264,953,075 )

Adjustments to reconcile net increase (decrease) in net assets resulting

from operations to net cash used in operating activities:

Net change in unrealized (appreciation) depreciation on investments

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

in operating activities:

Deferred income taxes

Unrealized loss on digital assets, net

Realized loss on digital assets

Net realized and unrealized loss/ (gain) on portfolio investments

Provision for digital asset loan credit losses

Staking revenue

( 2,035,488 )

Net realized loss on investments

Digital lending revenue

Stock-based Compensation

Purchases of investments

2 unchanged sentences

Proceeds from sales of investments

Stock-based compensation

Deferred income taxes

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Interest and dividends receivable

Prepaid expenses

( 1,838,264 )

Interest and dividend receivable

Digital assets receivable

Note receivable

Accounts payable and other liabilities

Deferred interest income

Accrued income taxes

Accrued income tax

Net cash provided (used) in operating activities

( 8,235,211 )

Cash flows from investing activities:

Purchases of portfolio investments

( 3,818,608 )

Proceeds from sales and repayments of portfolio investments

Purchases of digital assets

( 195,540,001 )

Net cash provided (used) in investing activities

( 195,358,509 )

Cash flows from financing activities:

Proceeds from stock option exercise

Proceeds from line of credit

Repayments on line of credit

Proceeds from common shares and warrants issued in private offering

Issuance costs of private offering

( 21,192,358 )

Net cash provided by financing activities

Net increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Proceeds from option and warrant exercise

Payments for repurchase of common stock

( 18,931,518 )

Net cash provided in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental disclosure of cash flow information:

1 unchanged sentence

Cash paid for interest

The accompanying notes are an integral part of these financial statements.

Mill City Ventures III, Ltd.

Non-cash investing and financing activities:

In-kind digital assets contribution for equity and warrants in private offering

$ 191,001,099

In-kind digital assets acquired

$ ( 191,001,099 )

Digital assets loan receivable

See accompanying Notes to Financial Statements

SUI GROUP HOLDINGS LIMITED

Investment Schedule

1 unchanged sentence

Investment / Industry

Percentage of

Short-Term Non-banking Loans

12 unchanged sentences

Total Investments and Cash

The accompanying notes are an integral part of these financial statements.

Investment Schedule

As of December 31, 2023

Investment / Industry

Percentage of Net Assets

Short-Term Non-banking Loans

Business Services - 15% secured loans

Mustang Litigation Funding

Consumer - 23% secured loans

Intelligent Mapping, LLC

Financial - 12% secured loans

Information Technology - 15% convertible note

Real Estate - 18% secured loans

Tailwind, LLC

Real Estate - 12% secured loans

Alatus Development Corp

Total Short-Term Non-Banking Loans

Preferred Stock

Wisdom Gaming, Inc

Information Technology

Total Preferred Stock

Total Investments

Total Investments and Cash

The accompanying notes are an integral part of these financial statements.

See accompanying Notes to Financial Statements

NOTE 1 — ORGANIZATION

In this report, we generally refer to Mill City Ventures III, Ltd.

in the first person “we.” On occasion, we refer to our company in the third person as “Mill City Ventures” or the “Company.” The Company follows accounting and reporting guidance in Accounting Standards (“ASC”) Topic 946 “Financial Services – Investment Companies”.

We were incorporated in Minnesota in January 2006.

Until December 13, 2012, we were a development-stage company that focused on promoting and placing a proprietary poker game online and into casinos and entertainment facilities nationwide.

In 2013, we elected to become a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”).

We operated as a BDC until we withdrew our BDC election at the end of December 2019.

Since that time, we have remained a public reporting company filing periodic reports with the SEC.

We engage in the business of providing short-term specialty finance solutions, typically in the form of short-term loans, primarily to small businesses, both private and public, and high-net-worth individuals.

To avoid regulation under the 1940 Act, we generally seek to structure our investments so they do not constitute “securities” for purposes of federal securities laws, and we monitor our investments as a whole to ensure that no more than 40 % of our total assets consist of “investment securities” as defined under the 1940 Act.

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.

For more information, see the “Valuation of portfolio investments” caption below, and “Note 6 – Fair Value of Financial Instruments” below.

The Company presents its financial statements as an investment company following accounting and reporting guidance in ASC 946.

Cash deposits:

We maintain our cash balances in financial institutions and with regulated financial investment brokers.

Cash on deposit in excess of FDIC and similar coverage is subject to the usual banking risk of funds in excess of those limits.

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.

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 :

We carry our investments in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), issued by the Financial Accounting Standards Board (“FASB”), which defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements.

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 our Board of Directors based on, among other things, the input of our executive management, the Audit Committee of our Board of Directors, 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.

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.

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.

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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 to be categorized into one of the three hierarchy levels based on the relative observability of inputs used in the valuation.

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:

2 unchanged sentences

Unobservable inputs that reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based on the best information available in the circumstances.

Our valuation policy and procedures :

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.

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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.

When valuing warrants, our valuation policy and procedures indicate that value will generally be the difference between the closing price of the underlying equity security and the exercise price, after applying an appropriate discount for restriction, if applicable, in situations where the underlying security is marketable.

If the underlying security is not marketable, then intrinsic value will be considered consistent with the principles described above.

Generally, “out-of-the-money” warrants will be valued at cost or zero.

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.

On a quarterly basis, our management provides members of our Board of Directors 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 of Directors would then discuss these materials and, consistent with the policies and approaches outlined above, makes final determinations respecting the valuation and hierarchy levels of our portfolio investments.

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.

11 unchanged sentences

Revenue recognition :

Portfolio Investment:

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

15 unchanged sentences

Accrued PIK interest or dividends are generally reversed through interest or dividend income, respectively, when an investment in placed on non-accrual status.

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:

1 unchanged sentence

Stock-based Compensation:

The Company’s stock-based compensation consists of stock options issued to certain 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.

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 on a straight-line basis over the requisite service period.

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.

Management and service fees:

We do not incur expenses related to management and service fees.

Our executive management team manages our investments as part of their employment responsibilities.

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.

Recently adopted accounting pronouncements:

In November 2023, the FASB issued ASU 2023-07:

Improvements to Reportable Segment Disclosures.

This ASU, which amends Topic 280:

Segment Reporting, improves disclosure requirements for reportable segments and enhances disclosures for companies with single reportable segments.

The Company has a single reportable segment based on the nature of its operations.

The nature of business and the accounting policies of the segment are the same as described throughout Notes 1 and 2.

The Company’s Chief Operating Decision Maker (“CODM”) is its executive team.

The CODM assesses the reportable segment’s performance and allocates resources for the reportable segment based on the net income and total assets which are the same amounts in all material respects as those reported on the Statement of Operations and Balance Sheet.

The Company adopted the standard on January 1, 2024.

The adoption did not have a material impact on the Company’s financial statements.

NOTE 3 — NET GAIN (LOSS) PER COMMON SHARE

Basic net gain (loss) per common share is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted-average number of common shares outstanding during the period.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net gain per common share follows:

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:

ASU 2023‑08 - Intangibles - Goodwill and Other- Cryptocurrency Assets (Subtopic 350‑60) - The standard requires certain cryptocurrency assets that meet the scope criteria of intangible assets to be measured at fair value, with changes in fair value recognized in net income, and presented separately from other intangible assets.

ASU 2025‑05 - Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets - The amendments clarify the application of the CECL model for certain receivables, including digital asset receivables that qualify as financial assets.

Early adoption did not have a material impact on the Company’s allowance for credit losses.

ASU 2023‑09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures - enhances the transparency of income tax disclosures, requiring additional disaggregation in the rate reconciliation and details about income taxes paid by jurisdiction;

effective for annual periods beginning after December 15, 2025 for entities other than public business entities, with earlier adoption permitted.

The Company has adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

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:

ASU 2023‑09, Income Taxes (Topic 740):

effective for annual periods beginning after December 15, 2025, for entities other than public business entities, with earlier adoption permitted.

ASU 2024‑03, Income Statement - Reporting Comprehensive Income - Disaggregation of Income Statement Expenses (Subtopic 220‑40) - requires additional disclosure of specified expense categories in the notes;

effective for annual periods beginning after December 15, 2026 (interim periods thereafter), with early adoption permitted.

ASU 2025‑06, Intangibles - Goodwill and Other - Internal‑Use Software (Subtopic 350‑40):

Targeted Improvements to the Accounting for Internal‑Use Software - simplifies the guidance on internal‑use software capitalization;

effective for annual periods beginning after December 15, 2027.

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.

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

For the year ended December 31, 2025

Net increase in net assets resulting from operations

Digital Assets

Number of Tokens

Balance as of January 1, 2025

Purchases/acquisitions

Disposals/sales related to digital asset lending

( 2,961,550 )

( 8,076,572 )

Weighted-average number of common shares outstanding

Basic and diluted net gain (loss) per common share

At December 31, 2024 and 2023, the Company did not have any options or warrants outstanding or any other dilutive common equivalent shares other than conditional option grants (for an aggregate of 870,000 shares of common stock) that were, at December 31, 2022, unexercisable and subject to voiding in the absence of shareholder approval of the related 2022 Stock Incentive Plan.

The Company’s shareholders subsequently approved the plan on January 20, 2023 at a special meeting of shareholders called for that purpose.

At December 31, 2023, options issued under the plan for the purchase of 670,000 common shares remained outstanding.

NOTE 4—SHAREHOLDERS’ EQUITY

At December 31, 2024 and 2023, a total of 6,385,255 shares of common stock were issued and outstanding.

In connection with a public offering on August 11, 2022, the Company issued a five-year warrant to the underwriter.

The warrant allows the underwriter to purchase up to 75,000 common shares at $ 5.00 per share.

This warrant is exercisable after 180 days, and expires on August 8, 2027 .

This warrant is equity-classified.

During 2024, there were no shares issued related to the exercise of stock options or warrants.

During 2023 there were 200,000 shares issued related to the exercise of stock options and no shares issued related to the exercise of warrants.

NOTE 5 — INVESTMENTS

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

Realized loss on disposals/sales

( 3,292,227 )

Staking rewards earned

Lending rewards earned

Unrealized losses

( 254,576,325 )

Balance as of December 31, 2025

$ 147,415,273

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

Digital asset loan receivable — non current

provision for credit loss

Total Digital asset loan receivable (net)

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

Number of Tokens

Balance as of January 1, 2025 - fair value basis

Origination of digital intangible asset loans receivable

Digital intangible asset loans interest receivable

Allowance for credit loss

Fair value adjustment

( 3,922,471 )

Balance as of December 31, 2025 - fair value basis

Balance as of December 31, 2025- cost basis

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):

As of December 31, 2024

Investments at Amortized Cost

Percentage of Amortized Cost

Investments at

Amortized Cost

Percentage of

Short-term Non-banking Loans

The following table shows the composition of our investment portfolio by major class, at amortized cost and fair value, as of December 31, 2023 (together with the corresponding percentage of total portfolio investments):

As of December 31, 2023

Investments at Amortized Cost

Percentage of Amortized Cost

Amortized Cost

Investments at

1 unchanged sentence

Short-term non-banking loans

Preferred Stock

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

As of December 31, 2024

Investments at

Percentage of

Business Services

Information Technology

The following table shows the composition of our investment portfolio by industry grouping, based on fair value as of December 31, 2023:

As of December 31, 2023

Investments at

Portfolio Investments at

Percentage of

Business services

Information Technology

NOTE 6 — FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 3 valuation information :

Due to the inherent uncertainty in the valuation process, the estimate of the fair value of our investment portfolio as of December 31, 2024 and 2023 may differ materially from values that would have been used had a readily available market for the securities existed.

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:

1 unchanged sentence

Short-term non-banking loans

Commercial business loans

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:

1 unchanged sentence

Short-term non-banking loans

Preferred Stock

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:

For the year ended December 31, 2024

ST Non-banking Loans

Preferred Stock

Balance as of January 1, 2025

Net change in unrealized appreciation (depreciation)

Purchases and other adjustments to cost

Net change in unrealized loss

( 2,748,134 )

Sales and redemptions

( 4,500,100 )

Realized loss

Conversion from preferred to common stock

Transfers between level 3 and level 1

Balance as of December 31, 2025

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 , and is included in net change in unrealized depreciation on investments on the statement of operations.

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

ST Non-banking Loans

Preferred Stock

Balance as of January 1, 2024

Net change in unrealized appreciation (depreciation)

Net change in unrealized loss

Purchases and other adjustments to cost

1 unchanged sentence

( 8,720,000 )

Realized loss

Realized gain (loss)

Conversion from preferred to Common Stock

Transfers between level 3 and level 1

Balance as of December 31, 2024

The net change in unrealized depreciation for the year ended December 31, 2023 attributable to Level 3 portfolio investments still held as of December 31, 2023 is 1,126,877 , and is included in net change in unrealized depreciation on investments on the statement of operations.

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 .

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

2 unchanged sentences

Unobservable Inputs

ST Non-banking Loans

Short-Term Non-banking Loans

discounted cash flow

determining private company interest rate based on changes in market rates of instruments with comparable creditworthiness, including assessment related to individual note creditworthiness

Commercial Business Loans

discounted cash flow

determining private company interest rate based on changes in market rates of instruments with comparable creditworthiness

1 unchanged sentence

economic changes since last funding

last funding secured by company

economic changes since last funding

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, 2023:

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

1 unchanged sentence

Unobservable Inputs

ST Non-banking Loans

Short-Term Non-banking Loans

discounted cash flow

1 unchanged sentence

last secured funding known by company

Preferred Stock

last funding secured by company

economic changes since last funding

There was one transfer between levels during 2023 due to an initial public offering of a previously privately held security.

The shares of that security are now free trading.

There were no transfers between levels during the years ended December 31, 2025.

NOTE 7 – LINE OF CREDIT

The Company had a Loan and Security Agreement (the “Loan Agreement”) with a third party and director (collectively, the Lenders).

Under the Loan Agreement, the Lenders made available to us a $ 5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business, of which our director was required to fund one half of the amount.

Amounts drawn under the Loan Agreement accrue interest at the per annum rate of 8 %, through January 3, 2027, subject to early termination provisions at the Lender’s right at any time after January 3, 2023.

Our obligations under the Loan Agreement were secured by a grant of a collateral security interest in substantially all of our assets.

At December 31, 2023, the balance outstanding on the line was $ 0 .

In January 2024, we terminated the Loan Agreement.

Any applicable fees related to early termination of the Agreement were waived.

NOTE 8 – STOCK-BASED COMPENSATION

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) .

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 Warran t.

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.

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

The Company’s 2022 Stock Incentive Plan (the “2022 Plan”) authorized the issuance of incentives relating to 900,000 shares of Common Stock.

As of December 31, 2024, incentives relating to the issuance of 870,000 shares have been issued under the Plan, leaving 30,000 shares available for issuance.

The Plan was amended by the Board of Directors on August 14, 2023, and a registration statement on Form S-8 respecting the Plan was filed with the SEC on August 23, 2023.

The following table summarizes the activity for all stock options outstanding for the years ended December 31, 2024 and 2023:

Weighted Average Exercise Price

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:

Weighted Average Exercise Price

Weighted Average Remaining Life

Intrinsic Value

Options outstanding at beginning of year

Options outstanding at end of year

Options outstanding at December 31, 2025

Options exercisable at December 31, 2025:

The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2024:

Options Outstanding

Options Exercisable

Options Outstanding

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

Aggregate Intrinsic Value

Options Exercisable

Weighted Average Exercise Price

Aggregate Intrinsic Value

The Company recognized stock-based compensation expense for stock options of $ 1,460,209 for the year ended December 31, 2023.

The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the year ended December 31, 2023:

Risk-free interest rate

Expected volatility

Expected life (years)

Expected dividend yield

The inputs for the Black-Scholes valuation model require management’s significant assumptions.

The price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date.

The risk-free interest rates are based on the rate for U.S.

Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date.

The expected life is based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos.

The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility.

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.

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.

(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:

Exercise Price

Exercisable as of Date

Expiration Date

Lead Investor Warrants

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

Management Warrants

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

Advisor Warrants

On or after January 31, 2026

July 27, 2030

Placement Agent Warrants

February 28, 2026

July 27, 2030

Director Warrants

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

25% exercisable as of January 27, 2026, and each 25% every six months thereafter

July 27, 2030

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:

Outstanding on December 31, 2024

Outstanding on December 31, 2025

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:

Dividend Yield

Expected term (in years)

Risk-free rate

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:

Net income/(loss)

$ ( 264,953,075 )

Net income /(loss)available to common stockholders

( 264,953,075 )

Weighted average common shares outstanding - basic

Effect of dilutive shares

Weighted-average number of common shares outstanding - diluted

Basic earnings (loss) per share

Diluted earnings (loss) per share:

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 of

December 31, 2025

Stock options

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.

NOTE 11 — RELATED PARTY TRANSACTIONS

We maintain a conflicts of interest and related-party transactions policy requiring (i) certain disclosures be made to our Board of Directors 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 we prepare and file with the SEC.

In this regard, during the period covered by this report we entered into, or remained a party to, the following 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 note was secured by the debtors’ pledge to us of 277,778 shares of common stock.

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.

As disclosed in Note 7, a component of our now terminated loan agreement was with a director of our Company.

NOTE 12 — RETIREMENT SAVINGS PLANS

Our three 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.

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.

1 unchanged sentence

NOTE 13 — INCOME TAXES

Presently, we are a “C-corporation” for tax purposes and have booked an income tax provision for the years ended December 31, 2024 and 2023.

Income taxes for the year ended December 31, 2024, and 2023 are described below.

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

Current taxes

Deferred taxes

Provision for (benefit from) income taxes

Provision for income 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.

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

Year Ended December 31, 2025

Provision for income taxes at U.S.

federal statutory rate

$ ( 55,484,023 )

A reconciliation of income tax provisions at the U.S.

statutory rate for fiscal year 2024 and 2023 is as follows:

State and local income taxes, net of federal benefit (primarily attributable to Minnesota)

Changes in valuation allowance

Non-taxable or non-deductible items:

Other reconciling items

Total tax provision and effective tax rate

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:

1 unchanged sentence

statutory rate

$ ( 431,776 )

Change in deferred tax rate

Prior year over / under accrual

Prior year over accrual

Provision-to-return reconciliation

Income tax provision

$ ( 454,554 )

As of December 31, 2025, and 2024, we had a deferred tax asset of $ 0 and $ 770,000 , respectively.

1 unchanged sentence

Significant components of our deferred tax assets and liabilities as of December 31, 2025, and 2024 were as follows:

Deferred tax components

Unrealized (gain) loss on marketable securities

Deferred tax assets

Unrealized loss on marketable securities

Unrealized loss on digital assets

Current expected credit loss

Capital loss carryforward

Net operating losses

R&D and foreign credits

Stock options

Acquisition costs

Accrued bonuses

Gross deferred tax assets

Deferred tax liabilities

Prepaid insurance

Total deferred tax liabilities

Net deferred tax asset

NOTE 12 — FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the years ended December 31, 2024 through 2020:

Year Ended December 31,

Per Share Data (1)

Net asset value at beginning of period

Net investment gain (loss)

Net realized and unrealized gain (loss)

(Provision for) benefit from income taxes

Issuance of common stock

Stock-based compensation

Repurchase of common stock

Other changes in equity

Payment of common stock dividend

Net asset value at end of period

Ratio / Supplemental Data

Per share market value of investments at end of period

Shares outstanding at end of period

Average weighted shares outstanding for the period

Net assets at end of period

Average net assets (2)

Total investment return

Portfolio turnover rate (3)

Ratio of operating expenses to average net assets (3)

Ratio of net investment income (loss) to average net assets (3)

Ratio of realized gains (losses) to average net assets (3)

Per-share data was derived using the weighted-average number of shares outstanding for the period.

Based on the monthly average of net assets as of the beginning and end of each period presented.

Ratios are annualized.

Less valuation allowance

( 74,764,606 )

Total net deferred tax asset

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

On January 22, 2025, we entered into an Amendment No.

5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, deemed effective January 21, 2025.

The amendment extends the maturity date of our loan to Mustang Funding to March 28, 2027, and increases the per annum rate of interest to 20 %.

The amendment obligates Mustang Funding to continue paying monthly cash interest payments at the pre-amendment rate of 15% per annum, and to pay Mill City the additional 5% per annum interest upon maturity .

Effective January 24, 2025, we entered into a Security Agreement with Mustang Funding, LLC pursuant to which Mustang Funding granted us a security interest in substantially all of Mustang Funding’s assets, subject to certain enumerated exceptions, as collateral security for our $ 10 million principal amount loan.

Also effective January 24, 2025, we entered into an Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders to Mustang Funding, LLC, and with Mustang Funding.

The agreement contains customary and negotiated terms and conditions relating to the full subordination of our right to payment (subject to certain exceptions), exercise of rights and remedies, and our right to collateral pledged by Mustang Funding in our favor to secure the obligations of Mustang Funding under that certain Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note in the original principal amount of $ 10 million, as amended.

On February 1, 2025, we entered into new Executive Employment Agreements with each of Douglas M.

Polinsky, our Chief Executive Officer, and Joseph A.

Geraci II, our Chief Financial Officer.

These new Executive Employment Agreements are substantially identical to the prior executive employment agreements with these executives that had expired on December 31, 2024, each containing the same two-year term and restrictive covenants, and were deemed to be effective as of January 1, 2025.

The new Executive Employment Agreements increase the base salary of each executive to $ 220,000 per year.

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

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 .

Quintenz’s appointment, the Company is in compliance with Nasdaq Listing Rules related to board independence and Audit Committee composition.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data