8-K
SUI Group Holdings Ltd. (SUIG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
August 25, 2025
Date of Report (Date of earliest event reported)
MILL CITY VENTURES III,
LTD.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 001-41472 | 90-0316651 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1907 Wayzata Boulevard, Suite 205Wayzata, MN | 55391 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(952) 479-1923
N/A
(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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 |
|---|---|---|
| Common Stock, par value $0.001 per share | MCVT | The Nasdaq Stock Market LLC |
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 8.01 Other Events.
On August 25, 2025, Mill City Ventures III, Ltd. (the “Company”) issued a press release announcing that the Company’s common stock is available for options trading on the Cboe Global Markets. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
On August 25, 2025, the Company issued a press release announcing that the Company plans to implement a comprehensive corporate rebrand, including a change in its corporate name and sticker symbol effective on or about August 26, 2025. The press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
| Number | Description |
|---|---|
| 99.1 | Press Release, dated August 25, 2025. |
| 99.2 | Press Release, dated August 25, 2025. |
| 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 25, 2025
| Mill City Ventures III, Ltd. | |
|---|---|
| By: | /s/ Douglas M. Polinsky |
| Name: | Douglas M. Polinsky |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Mill City AnnouncesCommencement of Options Trading on Cboe Exchange
WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT) today announced that the Company’s common stock is available for options trading on the Cboe Global Markets (“Cboe”), effective August 22, 2025, under the ticker “MCVT”.
The introduction of listed options offers a full range of standard expiration dates and strike prices and is expected to broaden investor participation, support greater liquidity in Mill City shares, and provide new tools for managing risk, leveraging positions, and expressing views on the Company’s future performance. Mill City believes this milestone demonstrates further evidence of growing investor engagement and confidence in the long-term execution of its SUI-treasury strategy.
“The commencement of options trading on the Cboe underscores the continued growth of the Company and our differentiated SUI-treasury strategy,” said Stephen Mackintosh, Chief Investment Officer of Mill City. “This achievement not only expands the potential for investor engagement with our stock, but also signals Mill City’s increasing institutional recognition and relevance in the capital markets. We are pleased to empower investors with more tools to engage with our cutting-edge strategy.”
Options trading for Mill City is available through the Options Clearing Corporation (“OCC”) and will be subject to standard rules and regulations established by the Nasdaq Capital Market and the OCC.
About Mill City Ventures III, Ltd.
Mill City Ventures III, Ltd. is the only publicly traded company with an official Sui Foundation relationship, providing institutional-grade exposure to the SUI blockchain. Through its industry-first SUI treasury strategy, Mill City is seeking to build a premier digital asset treasury platform designed for scale, transparency, and long-term value creation. SUI’s high-speed, horizontally scalable architecture positions it as one of the leading blockchains designed for mass adoption, powering next-generation applications in finance, gaming, AI, and beyond. The Company plans to continue its specialty finance operations while executing its SUI-treasury strategy. For more information, please visit www.millcityventures3.com.
Forward Looking Statements
This news release contains “forward-looking statements” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations, or intentions regarding the future. For example, the Company is using forward-looking statements when it discusses the anticipated liquidity. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, risks inherent with investing in SUI, including SUI’s volatility, the risks of implementing a new treasury diversification strategy, SUI’s capabilities as a blockchain and the opportunities SUI creates, the belief that the new board members will provide strong and experienced leadership to the Company, the competitive environment of the Company’s business among others, the inherent uncertainties associated with business strategy, potential acquisitions, revenue guidance, product development, integration, and synergies of acquiring companies and personnel. These forward-looking statements are made as of the date of this release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward- looking statements. Although we believe that the beliefs, plans, expectations, and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K and other documents filed from time-to-time with the Securities and Exchange Commission.
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
MCVT@elevate-ir.com
Exhibit 99.2
Mill City Announces Corporate Rebrand to SUIGroup Holdings to Advance SUI Treasury Strategy
New Ticker Symbol “SUIG” to BeginTrading on August 26, 2025
WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT), today announced plans to implement a comprehensive corporate rebrand to advance its foundation-backed SUI treasury strategy. As part of this rebrand, the Company will change its corporate name to SUI Group Holdings Limited (“SUI Group”). The Company will also change the ticker symbol for its common stock on the Nasdaq Capital Market, and the ticker symbol for its common stock available for options trading on the Cboe Global Markets, from “MCVT” to “SUIG”. The changes are expected to take effect as of market open on or about August 26, 2025.
The rebrand will reflect SUI Group’s new strategic direction following its recently announced SUI treasury strategy centered on the Sui blockchain. As the only publicly traded company with an official relationship with the Sui Foundation, SUI Group provides institutional-grade exposure to the SUI digital asset and aligns with the Sui Foundation’s three principles for decentralization: transparency to ensure fairness, open communication to build trust and direct engagement to foster active community participation.
“This strategic rebrand marks a defining moment in SUI Group’s evolution as we align our identity with our mission to be the premier, foundation-backed SUI treasury company,” said Stephen Mackintosh, Chief Investment Officer of SUI Group. “Our disciplined strategy centers on the long-term accumulation and activation of SUI to support the advancement and adoption of the Sui network. Our rebrand and new ticker symbol reflect our commitment to unlocking differentiated, long-term value for shareholders by anchoring our treasury to the blockchain infrastructure of tomorrow.”
No action is required from stockholders in connection with the change of the Company’s corporate name or ticker symbol. The Company’s common stock will remain listed on the Nasdaq Capital Market and its common stock will continue to be available for options trading on Cboe Global Markets.
About SUI Group Holdings Limited
SUI Group is the only publicly traded company with an official Sui Foundation relationship, providing institutional-grade exposure to the SUI blockchain. Through its industry-first SUI treasury strategy, SUI Group is building a premier, foundation-backed digital asset treasury platform designed for scale, transparency and long-term value creation. SUI’s high-speed, horizontally scalable architecture positions it as one of the leading blockchains designed for mass adoption, powering next-generation applications in finance, gaming, AI and beyond. The Company plans to continue its specialty finance operations while executing its SUI treasury strategy. For more information, please visit www.SUIG.io.
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected benefits of the Company’s rebranding, expectations with respect to future performance, and growth of the Company; the ability of the Company to execute its plans, the Company’s digital asset treasury strategy, the digital assets to be held by the Company, and future performance. Forward looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially. Applicable risks and uncertainties include, among others, the risk that the proposed transactions described herein may not be completed in a timely manner or at all; the Company’s ability to achieve profitable operations; fluctuations in the market price of SUIG that will impact the Company’s accounting and financial reporting; government regulation of cryptocurrencies; changes in securities laws or regulations; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of cryptocurrencies; the risk that the Company’s stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, expectations with respect to future performance, growth and anticipated acquisitions; potential litigation involving the Company or the validity or enforceability of the intellectual property of the Company; global economic conditions; geopolitical events and regulatory changes; access to additional financing, and the potential lack of such financing; and the Company’s ability to raise funding in the future and the terms of such funding, including dilution caused thereby, as well as those risks and uncertainties identified and those identified under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as the supplemental risk factors and other information the Company has or may file with the SEC. Readers are cautioned not to place undue reliance on these statements. Investors should also be aware that under U.S. generally accepted accounting principles (GAAP), certain crypto assets must be measured at fair value, with changes recognized in net income for each reporting period. These fair value adjustments may cause significant fluctuations in the Company’s balance sheet and income statement from period-to-period. In addition, for certain crypto assets, impairment charges may be required to be reported in net income if the market price of such assets falls below the cost basis at which those assets are carried on the balance sheet. Readers are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and the Company undertakes no obligation to update any forward-looking statements except as required by law. The Company’s business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza
Elevate IR
(720) 330-2829
SUIG@elevate-ir.com