Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Karatage Opportunities 2. Date of Event Requiring Statement (Month/Day/Year) 07/31/2025 3. Issuer Name and Ticker or Trading Symbol SUI Group Holdings Ltd. [SUIG] (Last) (First) (Middle) 4TH FLOOR, HARBOUR PLACE, 103 SOUTH CHURCH STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) GRAND CAYMAN, E9 KY1-1002 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common stock 4,612,547 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	1,245,387	$5.42	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	1,245,387	$5.962	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	415,130	$6.504	D
Warrant to Purchase Common Stock	(1)	07/31/2030	Common Stock	207,565	$7.046	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Karatage Opportunities 4TH FLOOR, HARBOUR PLACE 103 SOUTH CHURCH STREET GRAND CAYMAN, E9 KY1-1002	X

Signatures

/s/ Laura McGeever		02/17/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The warrants vest as follows: 25% of each tranche of the warrants became exercisable on January 31, 2026, 25% of each tranche of the warrants will become exercisable on July 31, 2026, 25% of each tranche of the warrants will become exercisable on January 31, 2027, and 25% of each tranche of the warrants will become exercisable on July 31, 2027.
Remarks: Marius Barnett is a director of Karatage Services Limited UK, the investment advisor of Karatage Opportunities ("Karatage"), and serves on the Board of Directors of Sui Group Holdings Ltd (the "Issuer"). By virtue of their representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Karatage is deemed a director by deputization of the Issuer.

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