Business Context and Reporting Period
Company: Sui Group Holdings Limited (formerly Mill City Ventures III, Ltd.)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: The Company executed a strategic pivot in July 2025 from a specialty finance lender to a digital asset treasury company focused on the Sui blockchain. It rebranded to Sui Group Holdings Limited and changed its ticker to "SUIG." The Company now holds the largest publicly traded SUI treasury, backed by an exclusive relationship with the Sui Foundation. It maintains a legacy portfolio investment business focused on short-term non-bank lending.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenues | $3.90 million | $3.30 million |
| Net Income (Loss) | $(264.95) million | $1.17 million |
| Operating Income (Loss) | $(264.04) million | $1.59 million |
| Cash and Cash Equivalents (End of Period) | $21.94 million | $6.03 million |
| Digital Assets Held (Fair Value) | $147.42 million | $0 |
| Portfolio Investments (Fair Value) | $14.61 million | $13.45 million |
| Shares Outstanding | 76.80 million | 6.39 million |
Revenue Breakdown (2025): SUI staking revenue ($2.09 million), Portfolio investment income ($1.73 million), and Digital lending interest income ($0.08 million).
Major Expense Drivers: Unrealized loss on digital assets ($253.58 million), Stock-based compensation ($4.43 million), and Professional fees ($2.77 million).
Material Changes vs. Prior Period
- Strategic Shift: The Company ceased investment company accounting (ASC 946) in Q3 2025 and adopted ASU 2023-08 for digital assets, requiring fair value measurement with changes recognized in net income. This transition caused significant volatility in reported earnings.
- Capital Raise: Completed a $450 million Private Placement in July 2025, raising $259 million in cash and $191 million in digital assets (SUI and USDT). This resulted in a massive increase in share count from 6.39 million to 76.80 million.
- Asset Composition: Digital assets now represent the majority of the balance sheet ($147.4 million), compared to zero in 2024. The Company holds approximately 105 million SUI tokens.
- Profitability: The Company swung from a net profit of $1.17 million in 2024 to a net loss of $264.95 million in 2025, primarily driven by a $253.6 million unrealized loss on digital assets due to the decline in SUI price from ~$3.60 to $1.40 during the holding period.
Guidance, Outlook, and Risks
Management Commentary & Outlook:
- Treasury Strategy: The Company intends to continue accumulating SUI and staking up to 100% of holdings not deployed elsewhere, targeting an annualized yield of approximately 1.7%.
- Liquidity: Management believes existing cash ($21.9 million) and access to an equity line of credit (up to $500 million) are sufficient for short- and long-term needs. Approximately 99% of SUI holdings are staked with a one-day unbonding period.
- Future Initiatives: Launched a native synthetic dollar (suiUSDe) in February 2026 and deployed $10 million into a vault operated by Ember Protocol.
- Volatility: Financial results are highly correlated with the price of SUI, which has experienced extreme volatility. A decline in SUI price directly impacts net income and stock price.
- Regulatory Uncertainty: Risks include potential classification of SUI as a security, changes in stablecoin regulations (GENIUS Act), and evolving SEC/CFTC guidance.
- Custodial Risk: Reliance on BitGo for custody; risks include insolvency, cyberattacks, or loss of private keys.
- Internal Controls: The Company identified a material weakness in internal controls over financial reporting related to GAAP compliance, which is currently being remediated.
- Concentration Risk: A significant portion of the legacy portfolio ($10 million) is a subordinated loan to Mustang Funding, LLC, creating concentration risk.
Investor Verification Checklist
- Valuation of Digital Assets: Verify the fair value of the 105 million SUI tokens held and the impact of the 15% discount on the initial purchase from the Sui Foundation on future earnings.
- Staking Yield Realization: Confirm the actual annualized yield earned on staked SUI versus the projected 1.7% and the unbonding period constraints on liquidity.
- Remediation of Material Weakness: Review progress on fixing the internal control weakness regarding GAAP accounting to ensure future financial statement reliability.
- Mustang Funding Loan Status: Assess the creditworthiness of the $10 million subordinated loan to Mustang Funding, LLC, which represents a significant portion of the legacy portfolio.
- Regulatory Compliance: Monitor the Company's compliance with the 1940 Act to ensure it does not inadvertently become classified as an investment company due to its asset mix.