SUIGHIGH SIGNALFINANCIAL10-K

SUIG appears to have undergone a dramatic business transformation or acquisition, with share count increasing 12x, net losses exploding to $266M, and total assets growing 829% to $190M.

The massive increase in outstanding shares from 6.4M to 76.8M shares, combined with the shift from Minnesota incorporation language to references about "Sui Group Holdings Limited," suggests a major corporate restructuring, reverse merger, or acquisition. The explosion in net losses from -$968K to -$266M alongside dramatically expanded assets indicates either a transformational business combination or severe operational deterioration that requires immediate investor attention.

Comparing 2026-02-27 vs 2025-03-10View on EDGAR →
FINANCIAL ANALYSIS

The company experienced explosive growth in total assets (829% to $190M) and stockholders' equity (759% to $169.7M), but this was accompanied by catastrophic operational performance with net income plummeting from -$968K to -$266M and operating cash flow swinging from positive $5.7M to negative $8.2M. Total liabilities surged 2,783% to $20.6M while the company maintained strong cash reserves of $6M (up 1,503%). The dramatic scale of these changes, combined with the 12x increase in share count, suggests a major business combination or transformation that fundamentally altered the company's financial profile and risk characteristics.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
-27381.4%
-$968K-$266.1M

Net income declined 27381.4% — review whether driven by operations, interest costs, or non-recurring items.

Operating Income
P&L
-16673%
$1.6M-$264.0M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Total Liabilities
Balance Sheet
+2782.6%
$715K$20.6M

Liabilities grew 2782.6% — significant increase in debt or obligations, assess impact on financial flexibility.

Current Liabilities
Balance Sheet
+1677.5%
$715K$12.7M

Current liabilities surged 1677.5% — significant near-term obligations; verify ability to meet short-term debt.

Cash & Equivalents
Balance Sheet
+1502.6%
$376K$6.0M

Cash position surged 1502.6% — strong cash generation or capital raise providing significant financial cushion.

Total Assets
Balance Sheet
+829.8%
$20.5M$190.4M

Asset base grew 829.8% — expansion through organic growth, acquisitions, or capital deployment.

Stockholders Equity
Balance Sheet
+759.1%
$19.8M$169.7M

Equity base grew 759.1% — retained earnings accumulation or equity issuance strengthening the balance sheet.

SG&A Expense
P&L
+584.6%
$130K$892K

SG&A up 584.6% — significant increase in sales or administrative costs, monitor impact on operating leverage.

Gross Profit
P&L
-442.5%
-$9K-$49K

Gross margin compression — rising input costs, pricing pressure, or unfavorable product mix shift.

Operating Cash Flow
Cash Flow
-245.8%
$5.7M-$8.2M

Operating cash flow fell 245.8% — earnings quality concerns; investigate working capital changes and non-cash items.

LANGUAGE CHANGES
NEW — 2026-02-27
PRIOR — 2025-03-10
ADDED
See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.
As of February 20, 2026, there were 76,802,872 shares of the registrant s Common Stock, $0.001 par value, outstanding.
MARKET FOR REGISTRANT S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 46 ITEM 6 RESERVED 47 ITEM 7 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47 ITEM 7.A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Forward-looking statements relate to future events or future financial performance of Sui Group Holdings Limited (the Company, Sui Group, or we ), and can ordinarily be identified by terminology such as may, will, should, expects, plans, anticipates, could, intends, targets, projects, contemplates, believes, estimates, predicts, potential or continue or the negative of these terms or other similar words.
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REMOVED
(Exact name of registrant as specified in its charter) Minnesota 90-0316651 (State of incorporation) (I.R.S.
See definition of large accelerated filer, accelerated filer, non-accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
As of March 31, 2025, there were 6,385,255 shares of the registrant s common stock, $0.001 par value, outstanding.
Market for Registrant s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 16 ITEM 7.
is a Minnesota corporation that was incorporated in January 2006.
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