424B3 1 ea0253998-05.htm PROSPECTUS

PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-289201

Sui Group Holdings Limited

86,994,345 Shares of Common Stock

This prospectus relates to the potential offer and sale from time to time by A.G.P./Alliance Global Partners and its affiliates identified in this prospectus (collectively, “A.G.P.” or the “Selling Stockholder”) of up to 86,994,345 shares of common stock of Sui Group Holdings Limited (“we,” “us,” “our,” the “Company” or “SUIG”), par value $0.001 per share (the “Common Stock”), that may be issued by us to the Selling Stockholder pursuant to that certain common stock purchase agreement, dated as of August 1, 2025, by and between the Company and the Selling Stockholder (the “PEF Agreement”), establishing a principal equity facility (“PEF”). The shares being offered for resale by this prospectus consist of Common Stock that we may, in our sole discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus, pursuant to (and limited by the terms of) the PEF Agreement.

Pursuant to the terms of the PEF, we may elect, in our sole discretion, to issue and sell to the Selling Stockholder, from time to time, up to $500 million of shares of Common Stock (the “Total Commitment”) after the date of this prospectus. The shares of Common Stock will be purchased by the Selling Stockholder at a price per share equal to 95.0% of the volume weighted average price (“VWAP”) per share of our Common Stock, and equal to 95.0% of the VWAP for certain intraday purchases. As such, the actual number of shares of our Common Stock purchased by the Selling Stockholder under the PEF Agreement will vary depending on the then-current market price of shares of our Common Stock sold to the Selling Stockholder under the PEF Agreement, but will not exceed the number set forth above unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). See “Prospectus Summary — PEF Agreement” and “PEF Financing” for a description of the PEF Agreement and “Selling Stockholder” for additional information regarding the Selling Stockholder.

We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholder pursuant to this prospectus. However, we may receive up to $500 million in aggregate gross proceeds from the Selling Stockholder under the PEF Agreement in connection with sales of the shares of our Common Stock we may elect to make pursuant to the PEF Agreement after the date of this prospectus. The actual proceeds received from the Selling Stockholder under the PEF Agreement may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. To the extent that the Company sells shares of Common Stock under the PEF Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors — The sale and issuance of our Common Stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling Stockholder and/or other stockholders, or the perception that such sales may occur, could cause the price of our Common Stock to decline” for additional information.

A.G.P. is a registered broker-dealer and FINRA member, and will act as an executing broker that will effectuate resales of our Common Stock that may be acquired by A.G.P. from us pursuant to the PEF Agreement to the public in this offering. Because A.G.P. will receive all the net proceeds from such resales of our Common Stock made to the public through A.G.P., A.G.P. is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, this offering will be conducted in compliance with the provisions of FINRA Rule 5121. Pursuant to that rule, the appointment of a “qualified independent underwriter” is not required in connection with this offering, as a “bona fide public market,” as defined in Rule 5121, exists for the securities offered.

The Selling Stockholder may sell or otherwise dispose of the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose of such shares. Although the Selling Stockholder is obligated to purchase shares of our Common Stock under the terms of the PEF Agreement to the extent we choose to sell such Common Stock to them (subject to certain conditions), there can be no assurances that the Selling Stockholder will sell any or all of the shares of our Common Stock purchased under the PEF Agreement pursuant to this prospectus. A.G.P. is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act .

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA		iii
TRADEMARKS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		7
RISK FACTORS		9
PEF FINANCING		22
SUI TREASURY STRATEGY		31
USE OF PROCEEDS		43
SELLING STOCKHOLDER		44
DIVIDEND POLICY		46
DIRECTORS AND EXECUTIVE OFFICERS		47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		50
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST)		54
LEGAL MATTERS		57
EXPERTS		57
WHERE YOU CAN FIND MORE INFORMATION		57
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		58

Common Stock outstanding before this offering:(1)		82,148,429
Common Stock offered by the Selling Stockholder:		Up to 86,994,345 shares of Common Stock, consisting of the shares of Common Stock that we may elect, in our sole discretion, to issue and sell to the Selling Stockholder in connection with the Total Commitment, from time to time and after the date of this prospectus in accordance with the PEF Agreement.
Common Stock to be outstanding after giving effect to this offering:(1)		168,938,743 shares (assuming the issuance of all shares of Common Stock being offered in this prospectus).
Use of proceeds:		We will not receive any proceeds from the sale of Common Stock by the Selling Stockholder hereunder. However, we may receive up to $500 million in aggregate gross proceeds from the Selling Stockholder under the PEF Agreement in connection with sales of shares of our Common Stock to the Selling Stockholder pursuant to the PEF Agreement at varying purchase prices after the date of this prospectus. The actual proceeds from the Selling Stockholder may be less than this amount depending on the number of shares of our Common Stock sold to the Selling Stockholder and the price at which such shares are sold. The purchase price per share that the Selling Stockholder will pay for shares of Common Stock purchased from us under the PEF Agreement will fluctuate based on the market price of our shares at the time we elect to sell shares to the Selling Stockholder and, further, to the extent that the Company sells shares of Common Stock under the PEF Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the Company’s stock price. See “Risk Factors — Risks Related to This Offering and Ownership of Our Securities — The sale and issuance of our Common Stock to the Selling Stockholder will cause dilution to our existing stockholders, and the sale of the shares of Common Stock acquired by the Selling Stockholder and/or other stockholders, or the perception that such sales may occur, could cause the price of our Common Stock to decline” for additional information. We intend to use the net proceeds obtained under the PEF Agreement primarily for general corporate purposes, including the acquisition of SUI. See the section titled “Use of Proceeds” for additional information.

Plan of Distribution (Conflict of Interest):		The Selling Stockholder will determine when and how it sells all or a portion of the shares of Common Stock offered pursuant to this prospectus as described in the section titled “Plan of Distribution (Conflict of Interest).”
Risk factors:		See the section titled “Risk Factors” and other information included in this prospectus, and incorporated by reference herein, for a discussion of factors you should consider carefully before deciding to invest in our Common Stock.
Trading market and symbol:		Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “SUIG”.
Transfer agent:		The transfer agent and registrar for our Common Stock is Pacific Stock Transfer.

Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering			Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus	Number of Shares of Common Stock Beneficially Owned After Offering(3)
Name of Selling Stockholder	Number(1)	Percent(2)			Number(1)	Percent
A.G.P./Alliance Global Partners(4)	922,500	1.12	%	86,994,345	922,500	*

Name	Age	Position
Douglas M. Polinsky	66	Chief Executive Officer and Director (Principal Executive Officer)
Joseph A. Geraci II	56	Chief Financial Officer and Director (Principal Financial Officer/Principal Accounting Officer)
Stephen Mackintosh	37	Chief Investment Officer
Marius Barnett	42	Chairman of the Board
Howard P. Liszt	79	Independent Director
Dana Wagner	49	Independent Director

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Non-Exercisable	Option Exercise Price ($)		Option Expiration Date
Douglas M. Polinsky(1)	250,000	0	$	2.12	11/23/2032
Joseph A. Geraci, II(1)	250,000	0	$	2.12	11/23/2032

Name	Number of Shares Beneficially Owned(1)	Percentage of Shares Beneficially Owned(1)
Karatage Opportunities(2)	4,612,547	5.6	%
Douglas M. Polinsky(3)	680,762	*
Joseph A. Geraci, II(4)	464,372	*
Howard P. Liszt(5)	315,556	*
Marius Barnett(6)	—	—	%
Stephen Mackintosh(7)	—	—	%
Dana Wagner(8)	—	—	%
All current directors and officers as a group (six persons)	1,460,690	1.8	%

SEC Form 424B3 filed by Sui Group Holdings Limited