SUIG 8-K
SUI Group Holdings Ltd. (SUIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective August 26, 2025, Mill City Ventures III, Ltd. (the “Company”) changed its corporate name to Sui Group Holdings Limited. The Company changed its corporate name by filing an Articles of Amendment to its Amended and Restated Articles of Incorporation with the Office of the Minnesota Secretary of State. A copy of the Articles of Amendment to Amended and Restated Articles of Incorporation is attached as Exhibit 3.1 hereto and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number | Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Incorporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated August 26, 2025
| Sui Group Holdings Limited | ||
| By: | /s/ Douglas M. Polinsky | |
| Name: | Douglas M. Polinsky | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MILL CITY VENTURES III, LTD.
The Undersigned, a duly authorized executive officer of Mill City Ventures III, Ltd., a Minnesota corporation (the “Corporation”), does hereby certify that, pursuant to action duly taken by the Board of Directors of the Corporation in accordance with the Corporation’s bylaws and Minnesota Statutes 302A.135, subdivision 7, the Corporation’s Amended and Restated Articles of Incorporation, as amended, are amended as follows:
| 1. | The name of this Corporation currently on file with the office of the Minnesota Secretary of State is: Mill City Ventures III, Ltd. |
| 2. | Article 1 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, is hereby amended as follows: |
Article 1
Name
The name of this Corporation is: Sui Group Holdings Limited
| 3. | This amendment shall be effective as of 12:01 a.m. on August 26, 2025. |
| 4. | This amendment has been approved pursuant to Minnesota Statutes, Chapter 302A. The undersigned certifies that I am authorized to execute this amendment, and further certifies that I understand that by signing this amendment, I am subject to the penalties of perjury as set forth in Section 609.48 as if I had signed this amendment under oath. |
In Witness Whereof, the undersigned has hereunto set his hand on this 22nd day of August, 2025.
| /s/ Joseph A. Geraci, II | |
| Joseph A. Geraci, II | |
| Chief Financial Officer |