Sui Group Holdings Ltd.

06/24/2026 | Press release | Distributed by Public on 06/24/2026 14:47

Amendment to Quarterly Report (Form 10-Q/A)

Sui Group Holdings Limited ("Sui Group," the "Company," "we," "our," or "us") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment") to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, originally filed with the Securities and Exchange Commission (the "SEC") on May 8, 2026 (the "Original Form 10-Q"). The sole purpose of this Amendment is to correct the hyperlink for Exhibit 10.1 listed in "Item 6. Exhibits."

As required by Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment includes currently dated certifications from the Company's principal executive officer and principal financial officer as exhibits under Item 6. Because this Amendment does not include or amend any financial statements or disclosures regarding Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are not included, as no financial statements are being filed with this Amendment.

Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-Q and does not modify or update in any way the disclosures contained in the Original Form 10-Q, which speak as of the date of the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company's other filings with the Securities and Exchange Commission subsequent to the filing of the Original Form 10-Q.

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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 Registrant's Current Report on Form 8-K filed with the SEC on January 23, 2013).

3.2

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's 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 Registrant's Current Report on Form 8-K filed with the SEC on August 26, 2025).

3.4

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 6, 2025).

3.5

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 13, 2025).

3.6

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

4.1

Form of Pre-Funded Common Stock Purchase Agreement Warrant (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

Warrant Agreement, dated January 5, 2026, between Sui Group Holdings Limited and Brian Quintenz (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K filed with the SEC on February 27, 2026).

10.2

Investor Rights Agreement, dated July 31 ,2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Sui Foundation (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).

10.3

Investor Rights Agreement, dated July 31 ,2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage Opportunities (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026).

32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. ยง1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2026)

* 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: June 24, 2026

By:

/s/ Douglas M. Polinsky

Douglas M. Polinsky

Chief Executive Officer

Date: June 24, 2026

By:

/s/ Joseph A. Geraci, II

Joseph A. Geraci, II

Chief Financial Officer

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