UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

____________________________________________________

FORM 8-K

~~CURRENT REPORT PURSUANT TO~~____________________________________________________

~~SECTION 13~~CURRENT ~~OR 15(D) OF THE~~REPORT

~~SECURITIES EXCHANGE~~Pursuant ~~ACT~~to OFSection 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 30November 12, 2025

~~SUI GROUP HOLDINGS LIMITED~~____________________________________________________

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

Minnesota

001-41472

90-0316651

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Wayzata, MN 55391

1907 Wayzata Blvd, Suite #205, Wayzata, MN		55391
(Address of principal executive offices)		(Zip Code)

(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 (see General Instruction A.2):

☐ 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~~Tradingsymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.001 per share	SUIG	The Nasdaq Stock Market LLC
Common Stock, $.01 par value 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240. 12b-2 of this chapter).

Emerging growth company ☐

☐	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.

IfItem an2.02 ~~emerging~~Results 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~~Operations ~~Exchange~~and ~~Act.~~Financial ☐Condition.

~~Item~~On ~~5.03~~November ~~Amendments~~12, to2025, ~~Articles~~SUI Group Holdings Limited (the “Company”) issued a press release announcing its results for the quarter ended September 30, 2025. A copy of ~~Incorporation~~the orpress ~~Bylaws;~~release ~~Change~~is infurnished ~~Fiscal~~as ~~Year~~Exhibit 99.1 hereto and is incorporated herein by reference.

OnThe ~~September~~information ~~30,~~in ~~2025,~~this ~~Sui~~Item ~~Group~~2.02, ~~Holdings~~including ~~Limited (the~~Exhibit ~~“Company”)~~99.1, ~~filed~~is anbeing ~~amendment~~furnished ~~to its Amended~~ and ~~Restated~~shall ~~Articles~~not ofbe ~~Incorporation,~~deemed as“filed” ~~amended,~~for ~~to increase~~ the ~~total number~~purpose of ~~shares~~Section 18 of ~~capital~~the ~~stock~~Securities ~~authorized~~Exchange ~~for~~Act ~~issuance~~of ~~thereunder~~1934, ~~from~~as ~~111,111,111~~amended to(the 2“Exchange Act”),~~000,000,000.~~ ~~This~~or ~~amendment~~otherwise ~~was~~subject ~~approved~~to by the ~~Company’s~~liabilities ~~stockholders~~of atthat ~~the~~section, ~~Company’s~~nor ~~annual~~shall ~~meeting~~such ~~held~~information onbe ~~September~~deemed ~~15,~~incorporated ~~2025.~~by Areference ~~copy~~into ofany filing under the ~~amendment~~Securities isAct ~~filed~~of 1933, as an ~~exhibit~~amended, toor ~~this~~the ~~report~~Exchange Act.

~~Item~~The 8Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.01suig.io) ~~Other~~as ~~Events~~means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

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.2

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)

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 12, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL)

~~SIGNATURE~~3

~~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.~~SIGNATURES

	SUI GROUP HOLDINGS LIMITED
Date: October 6, 2025
	By:	/s/ Douglas M. Polinsky
		Douglas M. Polinsky
		Chief Executive Officer

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: November 12, 2025	By:	/s/ Douglas M. Polinsky
		Douglas M. Polinsky
		Chief Executive Officer

~~EXHIBIT INDEX~~4

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)

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