S-1/A 1 ea0253998-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 27, 2025.

Registration No. 333-289201

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________

SUI GROUP HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

____________________

Minnesota		6153		90-0316651
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
Telephone: (952) 479-1923
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Douglas M. Polinsky
Chief Executive Officer
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
Telephone: (952) 479-1923
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

With Copies to:

Mitchell S. Nussbaum
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Tel: (212)-407-4000

____________________

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
TRADEMARKS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		7
RISK FACTORS		9
PEF FINANCING		22
SUI TREASURY STRATEGY		31
USE OF PROCEEDS		43
SELLING STOCKHOLDER		44
DIVIDEND POLICY		46
DIRECTORS AND EXECUTIVE OFFICERS		47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		50
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)		54
LEGAL MATTERS		57
EXPERTS		57
WHERE YOU CAN FIND MORE INFORMATION		57
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		58

Common Stock outstanding before this offering:(1)		82,148,429
Common Stock offered by the Selling Stockholder:		Up to 86,994,345 shares of Common Stock, consisting of the shares of Common Stock that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder in connection with the Total Commitment, from time to time and after the date of this prospectus in accordance with the PEF Agreement.
Common Stock to be outstanding after giving effect to this offering:(1)		168,938,743 shares (assuming the issuance of all shares of Common Stock being offered in this prospectus).
Use of proceeds:		We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder hereunder. However, we may receive up to $500 million in aggregate gross proceeds from the Selling Stockholder under the PEF Agreement in connection with sales of shares of our Common Stock to the Selling Stockholder pursuant to the PEF Agreement at varying purchase prices after the date of this prospectus. The actual proceeds from the Selling Stockholder may be less than this amount depending on the number of shares of our Common Stock sold to the Selling Stockholder and the price at which such shares are sold. The purchase price per share that the Selling Stockholder will pay for shares of Common Stock purchased from us under the PEF Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to the Selling Stockholder and, further, to the extent that the Company sells shares of Common Stock under the PEF Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors — Risks Related to This Offering and Ownership of Our Securities — The sale and issuance of our Common Stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling Stockholder and/or other stockholders, or the perception that such sales may occur, could cause the price of our Common Stock to decline” for additional information. We intend to use the net proceeds obtained under the PEF Agreement primarily for general corporate purposes, including the acquisition of SUI. See the section titled “Use of Proceeds” for additional information.

Plan of Distribution (Conflict of Interest):		The Selling Stockholder will determine when and how it sells all or a portion of the shares of Common Stock offered pursuant to this prospectus as described in the section titled “Plan of Distribution (Conflict of Interest).”
Risk factors:		See the section titled “Risk Factors” and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Trading market and symbol:		Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “SUIG”.
Transfer agent:		The transfer agent and registrar for our Common Stock is Pacific Stock Transfer.

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering			Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus	Number of Shares of Common Stock Beneficially Owned After Offering(3)
Name of Selling Stockholder	Number(1)	Percent(2)			Number(1)	Percent
A.G.P./Alliance Global Partners(4)	922,500	1.12	%	86,994,345	922,500	*

Name	Age	Position
Douglas M. Polinsky	66	Chief Executive Officer and Director (Principal Executive Officer)
Joseph A. Geraci II	56	Chief Financial Officer and Director (Principal Financial Officer/Principal Accounting Officer)
Stephen Mackintosh	37	Chief Investment Officer
Marius Barnett	42	Chairman of the Board
Howard P. Liszt	79	Independent Director
Dana Wagner	49	Independent Director

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Non-Exercisable	Option Exercise Price ($)		Option Expiration Date
Douglas M. Polinsky(1)	250,000	0	$	2.12	11/23/2032
Joseph A. Geraci, II(1)	250,000	0	$	2.12	11/23/2032

Name	Number of Shares Beneficially Owned(1)	Percentage of Shares Beneficially Owned(1)
Karatage Opportunities(2)	4,612,547	5.6	%
Douglas M. Polinsky(3)	680,762	*
Joseph A. Geraci, II(4)	464,372	*
Howard P. Liszt(5)	315,556	*
Marius Barnett(6)	—	—	%
Stephen Mackintosh(7)	—	—	%
Dana Wagner(8)	—	—	%
All current directors and officers as a group (six persons)	1,460,690	1.8	%

SEC registration fee	$	90,968
FINRA fee	$	89,626
Legal fees and expenses	$	300,000
Printing fees and expenses	$	15,000
Accounting fees and expenses	$	250,000
Transfer agent fees and expenses	$	20,000
Miscellaneous fees and expenses	$	25,000
Total	$	790,594

Exhibit Number		Description
3.1		Amended and Restated Articles of Incorporation of Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) (incorporated by reference to Exhibit 3.1 to the 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 of Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 11, 2022)
3.3		Amended and Restated Bylaws of Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 13, 2025)
3.4		Articles of Amendment to Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 26, 2025)
4.1		Form of Pre-Funded 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).
5.1		Opinion of Paul Chestovich, Esq.
10.1		Form of Securities Purchase Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

Exhibit Number		Description
10.2		Placement Agency Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.3		Form of Registration Rights Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.4		Strategic Advisor Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage Opportunities (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).
10.5^

Amendment: SEC Form S-1/A filed by Mill City Ventures III Ltd.