---
schema_version: "secwatch.filing_event.v1"
accession: "0001654954-25-008758"
form_type: "8-K"
ticker: "SUIG"
cik: "0001425355"
company_name: "SUI Group Holdings Ltd."
filed_at: "2025-07-31T23:59:59+00:00"
generated_at: "2026-05-17T22:16:32.650785+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Mill City Ventures III raises $450M in private placement to acquire Sui blockchain cryptocurrency

## Summary
- Issued 75,881,625 shares at $5.42 and 7,144,205 pre-funded warrants at $5.4199 in $450M private placement.
- Appointed Marius Barnett (Karatage co-founder) as Chairman and Dana Wagner (ex-Square GC) to the board.
- Entered Strategic Advisor Agreement with Karatage for crypto treasury advisory; fee up to 0.80% annually.
- Engaged Galaxy Digital Capital Management as asset manager for SUI cryptocurrency; fees 0.60%-0.80% per annum.
- Signed agreement with Sui Foundation to purchase SUI tokens at 85% of 24-hour TWAP, with two-year lock-up.

## SEC filing metadata
- accession: 0001654954-25-008758
- form_type: 8-K
- ticker: SUIG
- cik: 0001425355
- company_name: SUI Group Holdings Ltd.
- filed_at: 2025-07-31T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 5.02, 3.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1425355/000165495425008758/0001654954-25-008758-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1425355/000165495425008758/mcvt_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001654954-25-008758
- JSON: https://secwatch.observer/filing/0001654954-25-008758.json
- Plain text: https://secwatch.observer/filing/0001654954-25-008758.txt

## Key facts
- Governance Changes
  SUI Group Holdings Ltd.: Amended and restated bylaws to permit board action by less than unanimous written consent, establish shareholder nomination rights via written agreement approved by the board, and allow board to increase or decrease its size (effective 2025-07-27).
  - Change: bylaw amendment
  - Effective: 2025-07-27
  source text: On July 27, 2025, in connection with a review of the Company’s bylaws, the Board amended and restated the Company’s bylaws, effective immediately. The principal changes to the Company’s bylaws effected by the adoption of the amended and restated bylaws are to: · permit the Board to take action without a meeting by less than unanimous written consent; · establish the rights of shareholders to nominate directors for election at shareholder meetings pursuant to a written agreement, approved by the Board, as well as to include supporting materials in the Company’s proxy statement; and · provide for the ability of the Board to increase or decrease the size of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1425355/000165495425008758/0001654954-25-008758-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.