DIGITAL ASSETS

9 Months Ended

Sep. 30, 2025

NOTE 3 – DIGITAL ASSETS

On July 27, 2025, the Company entered into the Foundation Agreement with the Sui Foundation. Under the Foundation Agreement, the Company acquired 44 million SUI tokens at a discounted purchase price equal to 85% of the twenty-four-hour time-weighted average price (“TWAP”) of SUI tokens on July 31, 2025.

The SUI tokens acquired under the Foundation Agreement (the “Foundation Agreement Tokens”) are subject to contractual sales and transfer restrictions for a period of twenty-five months following July 31, 2025 (the “Restricted Period”). During the Restricted Period, the Company is prohibited from selling, transferring, or otherwise disposing of the Foundation Agreement Tokens. However, the Company may stake the Foundation Agreement Tokens on the SUI network to participate in network validation and earn staking rewards. The contractual restrictions are scheduled to expire on July 31, 2027, at which time the Company will obtain full transferability of the Foundation Agreement Tokens. The Foundation Agreement also grants the Company certain preemptive rights to purchase additional SUI tokens at 85% of the prevailing market prices during the Restricted Period. No other events or circumstances under the Foundation Agreement would permit the early release or modification of the restrictions.

The total purchase price of the Foundation Agreement tokens was $140,000,000 reflecting a discount of $24,705,882. The 15% discount on the acquisition of the Foundation Agreement Tokens is recorded as deferred income within liabilities in the balance sheet and is recognized as an increase to unrealized gain or a reduction to unrealized loss on digital asset investments using the straight-line method over the two-year restriction period ending July 2027, which corresponds to the period during which the transfer restrictions lapse and any related obligations are satisfied. As of September 30, 2025, the current deferred income liability of $11,858,824 and the long term deferred income liability of $10,870,588 related to the remaining balance of the deferred income associated with discount on the acquisition of the Foundation Agreement Tokens. For the nine months ended September 30, 2025, the Company recognized amortized deferred income of $1,976,471 as a reduction to unrealized loss on digital asset investments.

The following table presents the activities in digital assets for the period ended September 30, 2025:

For the nine months ended September 30, 2025
Digital Assets	Number of Tokens		Balance
Balance as of January 1, 2025		—	$	—
Purchases/acquisitions		105,393,693		406,247,128
Disposals/sales		—		—
Staking rewards earned		283,349		998,961
Digital assets receivable		4,250		14,984
Unrealized gains (losses)		—		(62,740,063	)
Balance as of September 30, 2025		105,681,292	$	344,521,010

Digital assets are measured at fair value on a recurring basis in accordance with ASC 820, Fair Value Measurement, using a quoted prices in active markets (Level 1 inputs).

For the nine months ended September 30, 2025, we incurred $437,736 in asset and strategic management fees under our strategic and asset management arrangements. These fees were calculated based on a tiered schedule applied to our average daily Assets Under Management (AUM), which includes SUI, cash, and cash equivalents, but excludes assets related to our short-term lending business.

SUI Group Holdings Ltd. 10-Q