SUI Group Holdings Ltd 2026年季度报告

(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SUI GROUP HOLDINGS LIMITED(Exact name of registrant as specified in its charter) __________________________ Mill City Ventures III, LTD(Former name, former address and former fiscal year, if changed since last report) Name of each exchange on whichregistered Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes As of May 8, 2026, Sui Group Holdings Limited had 76,802,872 shares of common stock, and no other classes of capital stock,outstanding. EXPLANATORY NOTE 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 Securitiesand Exchange Commission (the “SEC”) on May 8, 2026 (the “Original Form 10-Q”). The sole purpose of this Amendment is tocorrect 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 fromthe Company’s principal executive officer and principal financial officer as exhibits under Item 6. Because this Amendment does notinclude or amend any financial statements or disclosures regarding Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original Form 10-Q and does notmodify 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 ITEM 6. EXHIBITS ExhibitNumberDescription Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2022).3.3Articles of Amendment to Amended and Restated Articles of Incorporation. (incorporated by reference to Exhibit 3.1 to filed with the SEC on July 31, 2025).4.3Form 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).4.4Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K * Filed herewith SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.