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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 2025
SUI GROUP HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| Minnesota | 001-41472 | 90-0316651 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
(Address of principal executive offices)
(952) 479-1923
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | 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 | ||
| Common Stock, par value $0.001 per share | SUIG | 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
On September 30, 2025, Sui Group Holdings Limited (the “Company”) filed an amendment to its Amended and Restated Articles of Incorporation, as amended, to increase the total number of shares of capital stock authorized for issuance thereunder from 111,111,111 to 2,000,000,000. This amendment was approved by the Company’s stockholders at the Company’s annual meeting held on September 15, 2025. A copy of the amendment is filed as an exhibit to this report.
Item 8.01 Other Events.
As of September 30, 2025, the Company held an aggregate of 105,393,692.55 of the native cryptocurrency of the Sui blockchain, commonly referred to as “SUI,” for an aggregate purchase price of approximately $381.5 million.
Item 9.01 Financial Statements and Exhibits.
| Ex. No. | Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, filed with the Minnesota Secretary of State on September 30, 2025 (filed herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUI GROUP HOLDINGS LIMITED | ||
| Date: October 6, 2025 | ||
| By: | /s/ Douglas M. Polinsky | |
| Douglas M. Polinsky | ||
| Chief Executive Officer | ||
EXHIBIT INDEX
| Ex. No. | Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Incorporation, as amended, filed with the Minnesota Secretary of State on September 30, 2025 (filed herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 3.1
ARTICLES OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SUI GROUP HOLDINGS LIMITED
The Undersigned, a duly authorized executive officer of Sui Group Holdings Limited, a Minnesota corporation (the “Corporation”), hereby certifies to the following Articles of Amendment amending the Corporation’s Amended and Restated Articles of Incorporation, as earlier amended:
| 1. | The name of this Corporation currently on file with the office of the Minnesota Secretary of State is: Sui Group Holdings Limited. |
| 2. | This amendment is effective on the date it is filed with the Minnesota Secretary of State. |
| 3. | Paragraph A of Article 3 of the Corporation’s Amended and Restated Articles of Incorporation, as amended, is hereby amended to read in its entirety as follows: |
| A. | The Corporation is authorized to issue 2,000,000,000 shares of capital stock, each having $0.001 par value per share. Each share of the Corporation’s common stock shall be entitled to one vote on all matters requiring a vote of the Corporation’s shareholders. Unless otherwise specifically so designated upon issuance, all shares of capital issued by the Corporation shall be common stock. |
| 4. | This amendment has been approved by the shareholders of the Corporation in accordance with Minnesota Statutes, Chapter 302A. |
| 5. | The undersigned hereby certifies that he is signing this document as the person whose signature is required, or as agent of the person(s) whose signature would be required who has authorized the undersigned to sign this document on his or her behalf, or in both capacities. The undersigned further certifies that the information in this document is true and correct and in compliance with the applicable chapter of Minnesota Statutes. The undersigned understands that by signing this document he is subject to the penalties of perjury as set forth in Section 609.48 as if he had signed this document under oath. |
In Witness Whereof, the undersigned has hereunto set his hand on this 29th day of September, 2025.
| /s/ Douglas M. Polinsky | |
| Douglas M. Polinsky | |
| Chief Executive Officer |