SUI Group Swings to $43M Loss Amid Crypto Pivot, $450M Capital Raise

TL;DR

**SUIG is all-in on SUI, but a $60M unrealized loss shows this crypto bet is already hitting hard.**

AI Summary

SUI Group Holdings Ltd. (SUIG) underwent a significant strategic shift in Q3 2025, rebranding from Mill City Ventures III, Ltd. and pivoting from specialty finance to blockchain-native treasury management, focusing on the SUI digital asset. This transformation was fueled by a $450 million private placement in July 2025, leading to the acquisition of over 73 million SUI tokens, in addition to 33 million tokens received as in-kind consideration. The company also formalized its relationship with the Sui Foundation through a Digital Asset Purchase and Sale Agreement. For the nine months ended September 30, 2025, SUIG reported a net loss of $43,138,173, a stark contrast to the net income of $1,258,822 in the prior year, primarily driven by a $60,763,592 unrealized loss on digital assets. Total assets surged from $20,473,436 at December 31, 2024, to $429,147,708 at September 30, 2025, largely due to the substantial digital asset holdings of $344,507,155. Cash and cash equivalents also increased significantly to $42,700,411 from $6,026,110. The company's total revenues for the nine months increased to $2,740,006 from $2,432,318, with SUI staking revenue contributing $1,013,945 in the current period.

Why It Matters

This filing reveals a dramatic strategic pivot for SUI Group Holdings Ltd., transforming from a traditional specialty finance company to a digital asset treasury focused on the SUI token. For investors, this represents a high-risk, high-reward proposition, as the company's fortunes are now directly tied to the volatile SUI digital asset market. Employees and customers of the former Mill City Ventures III, Ltd. face a completely new business model. The substantial $450 million private placement and formal backing from the Sui Foundation could position SUIG as a significant player in the Sui ecosystem, potentially impacting the broader crypto market by institutionalizing digital asset exposure, but also introduces significant competitive risks from other crypto-focused investment vehicles.

Risk Assessment

Risk Level: high — The company reported a $60,763,592 unrealized loss on digital assets for the nine months ended September 30, 2025, directly contributing to a net loss of $43,138,173. This highlights extreme volatility and concentration risk, as the company's strategy is now to maximize 'SUI per-share' and its financial performance is highly correlated to the price fluctuations of the SUI digital asset.

Analyst Insight

Investors should approach SUIG with extreme caution, recognizing its transformation into a highly speculative digital asset play. Those with a high-risk tolerance and a bullish outlook on the SUI ecosystem might consider a small position, but others should avoid due to the significant unrealized losses and inherent volatility of cryptocurrency investments.

Financial Highlights

debt To Equity

0.06

revenue

$2,740,006

operating Margin

N/A

total Assets

$429,147,708

total Debt

$24,039,202

net Income

-$43,138,173

eps

N/A

gross Margin

N/A

cash Position

$42,700,411

revenue Growth

+12.6%

Revenue Breakdown

Key Numbers

• $43.1M — Net Loss (For the nine months ended September 30, 2025, a significant swing from $1.26M net income in prior year.)
• $60.8M — Unrealized Loss on Digital Assets (Primary driver of the net loss for the nine months ended September 30, 2025.)
• $450M — Private Placement (Capital raised in July 2025 to fund the new digital asset strategy.)
• $344.5M — Digital Assets, at fair value (Total digital asset holdings as of September 30, 2025, representing a substantial portion of total assets.)
• $42.7M — Cash and Cash Equivalents (Increased from $6.0M at December 31, 2024, reflecting capital raise.)
• 83,068,868 — Common Shares Outstanding (As of November 13, 2025, significantly increased from 6,385,255 at December 31, 2024, due to private offering.)
• $1.01M — SUI Staking Revenue (New revenue stream for the three and nine months ended September 30, 2025.)
• $429.1M — Total Assets (Massive increase from $20.5M at December 31, 2024, driven by digital asset acquisitions.)

Key Players & Entities

• SUI Group Holdings Ltd. (company) — registrant, formerly Mill City Ventures III, Ltd.
• Mill City Ventures III, Ltd. (company) — former name of SUI Group Holdings Ltd.
• Sui Foundation (company) — partner in Digital Asset Purchase and Sale Agreement
• Nasdaq Capital Market (regulator) — exchange where SUIG common stock is listed
• Cboe Global Markets (company) — exchange for options trading on SUIG
• $450 million (dollar_amount) — size of private placement completed in July 2025
• $43,138,173 (dollar_amount) — net loss for the nine months ended September 30, 2025
• $60,763,592 (dollar_amount) — unrealized loss on digital assets for the nine months ended September 30, 2025
• 73 million (dollar_amount) — SUI tokens acquired after private placement
• 33 million (dollar_amount) — SUI tokens received as in-kind consideration

FAQ

Risk Factors

• Digital Asset Volatility [high — market]: The company's substantial holdings of digital assets, valued at $344,507,155 as of September 30, 2025, are subject to extreme price volatility. An unrealized loss of $60,763,592 was recorded in the nine months ended September 30, 2025, directly impacting net income.
• Evolving Digital Asset Regulation [high — regulatory]: The regulatory landscape for digital assets is still developing and subject to change globally. New regulations or changes to existing ones could adversely affect the company's ability to operate, hold, or transact with digital assets, including SUI tokens.
• Dependence on SUI Ecosystem [high — operational]: The company's new business model is heavily reliant on the SUI digital asset and its underlying blockchain technology. Any disruptions, security breaches, or failures within the SUI ecosystem could materially impact the company's operations and the value of its primary assets.
• Significant Unrealized Losses [high — financial]: The company reported a net loss of $43,138,173 for the nine months ended September 30, 2025, largely driven by a $60,763,592 unrealized loss on digital assets. This highlights the sensitivity of its financial performance to digital asset price fluctuations.
• Capital Raise Dilution [medium — financial]: The $450 million private placement in July 2025, while funding the strategic shift, significantly increased the number of common shares outstanding from 6,385,255 to 83,068,868. This dilution impacts earnings per share and ownership percentages.
• Transition Risk [medium — operational]: The company has undergone a significant rebranding and strategic pivot from specialty finance to blockchain-native treasury management. This transition carries inherent operational risks, including integration challenges, talent acquisition, and market acceptance of the new model.

Industry Context

SUI Group Holdings Ltd. is operating in the rapidly evolving digital asset and blockchain treasury management sector. This space is characterized by high innovation, significant capital inflows, and intense competition from both established financial institutions exploring digital assets and new crypto-native firms. The industry faces ongoing challenges related to regulatory clarity, technological scalability, and market volatility.

Regulatory Implications

The company's focus on digital assets exposes it to a complex and evolving regulatory environment. Potential changes in securities laws, digital asset regulations, and anti-money laundering (AML) requirements in various jurisdictions could impact its operations, compliance costs, and the valuation of its holdings.

What Investors Should Do

1. Monitor Digital Asset Volatility
2. Assess Regulatory Developments
3. Evaluate Revenue Diversification
4. Analyze Shareholder Dilution

Key Dates

• 2025-07-01: Private Placement — Raised $450 million to fund the strategic pivot to blockchain-native treasury management and acquisition of SUI digital assets.
• 2025-09-30: Nine Months Ended — Period reflects significant asset growth ($429.1M vs $20.5M) and a substantial net loss (-$43.1M vs $1.26M net income) due to digital asset market fluctuations.
• 2025-11-13: Common Shares Outstanding — Reported 83,068,868 shares outstanding, a significant increase from 6,385,255 at year-end 2024 due to the private placement.

Glossary

Digital Assets

Intangible assets that use cryptography for security and are typically recorded at fair value. In this context, it refers to SUI tokens. (Represents the company's primary asset class ($344,507,155 as of Sep 30, 2025) and a major source of financial risk and potential return.)

SUI Staking Revenue

Revenue generated by holding and 'staking' SUI digital assets, which involves participating in network validation and earning rewards. (A new and significant revenue stream for the company, contributing $1,013,945 in the nine months ended September 30, 2025.)

Unrealized Loss

A loss on an investment that has not yet been sold. The value of the asset has decreased, but the loss is not realized until the asset is sold. (The company recorded a substantial unrealized loss of $60,763,592 on its digital assets, significantly impacting its net income for the period.)

Additional Paid-in Capital

The amount of capital received by a company from its shareholders in exchange for stock, exceeding the par value of the stock. (Increased dramatically to $445,345,336 from $16,933,330, reflecting the capital infusion from the $450 million private placement.)

Accumulated Deficit

The cumulative net losses of a company that have not been offset by net income. (Increased to $40,319,899 from $1,159,665, indicating ongoing losses from operations and investments.)

Year-Over-Year Comparison

Compared to the prior year's nine months ended September 30, 2024, SUI Group Holdings Ltd. has undergone a dramatic transformation. Total revenues saw a modest increase of 12.6% to $2,740,006, driven by new SUI staking revenue, while portfolio investment income declined. However, the company swung from a net income of $1,258,822 to a substantial net loss of $43,138,173, primarily due to a $60,763,592 unrealized loss on digital assets. Total assets surged from $20,473,436 to $429,147,708, reflecting the acquisition of significant digital asset holdings.

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value SUIG The Nasdaq Stock Mar
• $21,192,358 — vate offering, net of issuance costs of $21,192,358 75,881,625 75,882 428,731,711 —

Filing Documents

• mcvt_10q.htm (10-Q) — 1035KB
• mcvt_ex311.htm (EX-31.1) — 9KB
• mcvt_ex312.htm (EX-31.2) — 9KB
• mcvt_ex321.htm (EX-32.1) — 6KB
• 0001654954-25-012949.txt ( ) — 4871KB
• mcvt-20250930.xsd (EX-101.SCH) — 47KB
• mcvt-20250930_lab.xml (EX-101.LAB) — 267KB
• mcvt-20250930_cal.xml (EX-101.CAL) — 44KB
• mcvt-20250930_pre.xml (EX-101.PRE) — 241KB
• mcvt-20250930_def.xml (EX-101.DEF) — 141KB
• mcvt_10q_htm.xml (XML) — 830KB

Financial Statements (unaudited)

Financial Statements (unaudited) Condensed Balance Sheets – September 30, 2025 and December 31, 2024 4 Condensed Statements of Operations – Three and nine months ended September 30, 2025 and September 30, 2024 5 Condensed Statements of Shareholders' Equity – Three and nine months ended September 30, 2025 and September 30, 2024 6 Condensed Statements of Cash Flows – Nine months ended September 30, 2025 and September 30, 2024 7

Notes to Financial Statements

Notes to Financial Statements 8 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 19 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 25 Item 4.

Controls and Procedures

Controls and Procedures 25 PART II. OTHER INFORMATION Item 1.

Legal Proceedings

Legal Proceedings 26 Item 1A.

Risk Factors

Risk Factors 26 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26 Item 3. Defaults Upon Senior Securities 26 Item 4. Mine Safety Disclosures 26 Item 5. Other Information 26 Item 6. Exhibits 27

SIGNATURES

SIGNATURES 28 - 2 - Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q (the "Report") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements relate to future events or future financial performance of SUI Group Holdings Limited (the "Company," "SUI Group," or "we"), and can ordinarily be identified by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words. Some of the forward-looking statements contained in this Report relate to, and are based the Company's current assumptions regarding, the following: the expected benefits of the Company's rebranding; the ability of the Company to execute its plans; the Company's digital asset treasury strategy; the digital assets to be held by us and future performance; the success of the Company's portfolio investments; the Company's relationships with third parties; the dependence of the Company's success on the general economy and its impact on the industries in which the Company operates; the Company's regulatory structure and tax treatment; the adequacy of the Company's cash resources and working capital; and the timing of cash flows. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Applicable risks and uncertainties include, among others, the Company's ability to achieve profitable operations; fluctuations in the market price of SUI that will impact the Company's accounting and financial reporting; government regulation of cryptocurrencies; changes in securities laws or regulations; chang

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS SUI GROUP HOLDINGS LIMITED CONDENSED BALANCE SHEETS September 30, 2025 (unaudited) December 31, 2024 Assets Current Assets Cash and cash equivalents $ 42,700,411 $ 6,026,110 Portfolio investments, at fair value (cost: $ 9,960,216 and 10,429,597 13,453,561 $ 13,717,089 , respectively) Interest and dividend receivable 682,167 191,917 Digital assets receivable, at fair value (cost: $ 14,984 and $ 0 ) 13,855 — Prepaid expenses 1,853,958 31,848 Deferred taxes 18,692,000 770,000 Total current assets 74,371,988 20,473,436 Digital assets, at fair value (cost: $ 407,246,089 and $ 0 ) 344,507,155 — Portfolio investments, at fair value (cost: $ 10,000,000 and $ 0 ) 10,268,565 — Total Assets $ 429,147,708 $ 20,473,436 Liabilities and Shareholders' Equity Current Liabilities Accounts payable 351,601 41,105 Deferred income 11,858,824 — Accrued payroll liabilities 12,474 527,142 Accrued income tax 945,715 147,200 Total current liabilities 13,168,614 715,447 Long Term Liabilities Deferred income 10,870,588 — Total current liabilities 10,870,588 — Total liabilities $ 24,039,202 $ 715,447 Shareholders' Equity Common stock, par value $ 0.001 per share ( 111,111,111 authorized; 83,069 6,385 83,068,868 and 6,385,255 issued and outstanding, respectively) Additional paid-in capital 445,345,336 16,933,330 Accumulated deficit ( 40,319,899 ) ( 1,159,665 ) Accumulated undistributed investment gain (loss) — ( 152,389 ) Accumulated undistributed net realized gains on investment transactions — 4,393,855 Net unrealized depreciation in value of investments — ( 263,527 ) Total shareholders' equity 405,108,506 19,757,989 Total liabilities and shareholders' equity $ 429,147,708 $ 20,473,436 See accompanying Notes to Financial Statements - 4 - Table of Contents SUI GROUP HOLDINGS LIMITED CONDENSED STATEMENTS OF

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