SUIG / SUI Group Holdings Limited - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commissio

SUI Group’s Total Treasury Holdings Rise to 108,793,779 SUI as of May 19, 2026 SUIG’s Discount to NAV Has Compressed Meaningfully as Institutional Demand for Public-Market SUI Exposure Continues to Build

Exhibit 99.1 SUI Group’s Total Treasury Holdings Rise to 108,793,779 SUI as of May 19, 2026 SUIG’s Discount to NAV Has Compressed Meaningfully as Institutional Demand for Public-Market SUI Exposure Continues to Build WAYZATA, MN, May 21, 2026 – SUI Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”), today announced that as of May 19, 2026, its total SUI holdings increased

INVESTOR RIGHTS AGREEMENT

EXHIBIT 10.2

INVESTOR RIGHTS AGREEMENT

EXHIBIT 10.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 SUI GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 SUI GROUP HOLDINGS LI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commission

SUI Group Reports First Quarter 2026 Financial and Operating Results Total SUI Holdings of 108,728,129 Million (Including Digital Asset Loans) as of May 4, 2026 Executive Team to Host Conference Call Today at 5:00 p.m. ET

Exhibit 99.1 SUI Group Reports First Quarter 2026 Financial and Operating Results Total SUI Holdings of 108,728,129 Million (Including Digital Asset Loans) as of May 4, 2026 Executive Team to Host Conference Call Today at 5:00 p.m. ET WAYZATA, MN, May 7, 2026 – Sui Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”) today announced its financial and operating results for t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-41472 SUI GROUP HOLDI

INSIDER TRADING POLICY

EXHIBIT 19

SUI Group Reports Fourth Quarter 2025 Financial and Operating Results Total SUI Holdings of 108.4 Million (Including Digital Asset Loans) as of February 23, 2026 Executive Team to Host Conference Call Today at 5:00 p.m. ET

EXHIBIT 99.1 SUI Group Reports Fourth Quarter 2025 Financial and Operating Results Total SUI Holdings of 108.4 Million (Including Digital Asset Loans) as of February 23, 2026 Executive Team to Host Conference Call Today at 5:00 p.m. ET WAYZATA, MN, February 26, 2026 – Sui Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”) today announced its financial and operating result

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Comm

SUI Group Buys Back 8.80% of Common Shares Outstanding; Holdings Rise to 108,098,436 SUI as of January 7, 2026 SUI Group Repurchased ~7.8 Million Shares of its Common Stock in Q4 2025 Approximately $22 Million in Cash & Cash Equivalents Available for

EXHIBIT 99.1 SUI Group Buys Back 8.80% of Common Shares Outstanding; Holdings Rise to 108,098,436 SUI as of January 7, 2026 SUI Group Repurchased ~7.8 Million Shares of its Common Stock in Q4 2025 Approximately $22 Million in Cash & Cash Equivalents Available for Additional SUI Acquisitions and Share Repurchases WAYZATA, MN, January 8, 2026 – SUI Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,”

SUI Group Appoints Former CFTC Commissioner and a16z Crypto Global Head of Policy Brian Quintenz to Board of Directors Appointment Further Strengthens Regulatory and Policy Leadership as Company Advances SUI Treasury Strategy

EXHIBIT 99.1 SUI Group Appoints Former CFTC Commissioner and a16z Crypto Global Head of Policy Brian Quintenz to Board of Directors Appointment Further Strengthens Regulatory and Policy Leadership as Company Advances SUI Treasury Strategy WAYZATA, MN, January 5, 2026 – SUI Group Holdings Limited (NASDAQ: SUIG) (“SUI Group,” “SUIG” or the “Company”) today announced the appointment of Brian Quintenz

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2026 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2026 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2025 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 SUI GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2025 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Comm

SUI Group Reports Third Quarter 2025 Results Now Holds 107,743,979 SUI in Treasury Launched First Native Sui Stablecoins in Partnership with Ethena and the Sui Foundation Completed $2 Million Stock Repurchase Program and Authorized New Program to Acq

EXHIBIT 99.1 SUI Group Reports Third Quarter 2025 Results Now Holds 107,743,979 SUI in Treasury Launched First Native Sui Stablecoins in Partnership with Ethena and the Sui Foundation Completed $2 Million Stock Repurchase Program and Authorized New Program to Acquire Up to Additional $50 Million of Company’s Common Stock WAYZATA, MN, November 12, 2025 – SUI Group Holdings Limited (NASDAQ: SUIG) (“

ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION SUI GROUP HOLDINGS LIMITED

Exhibit 3.1 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SUI GROUP HOLDINGS LIMITED The Undersigned, a duly authorized executive officer of Sui Group Holdings Limited, a Minnesota corporation (the “Corporation”), hereby certifies to the following Articles of Amendment amending the Corporation’s Amended and Restated Articles of Incorporation, as earlier amended: 1. The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 SUI GROUP HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe

Sui Group Holdings Limited 86,994,345 Shares of Common Stock

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

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X0101 EFFECT 33 LIVE 2025-09-30 16:00:00 S-1 0001425355 SUI Group Holdings Ltd. 333-289201

Sui Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

Sui Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 September 29, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

SUI Group Repurchases 276,296 Shares Under Newly Authorized $50 Million Stock Repurchase Program The Company also Provides an Update on its Treasury Holdings and Related Metrics

Exhibit 99.1 SUI Group Repurchases 276,296 Shares Under Newly Authorized $50 Million Stock Repurchase Program The Company also Provides an Update on its Treasury Holdings and Related Metrics WAYZATA, MN, September 24, 2025 – SUI Group Holdings Limited (“SUI Group,” “SUIG” or the “Company”) (NASDAQ: SUIG), the only publicly traded company with an official relationship with the Sui Foundation, today

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 24, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 24, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2025 SUI GROUP HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2025 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe

144

144 0000903291 XXXXXXXX LIVE 0001425355 SUI Group Holdings Ltd. 001-41472 1907 WAYZATA BOULEVARD SUITE 205 WAYZATA MN 55391 (952) 479-1923 BERMAN LYLE 10% Stockholder Common Stock Alexander Capital L.P. 10 DRS James Parker Blvd Suite 202 Red Bank NJ 07701 99402 738492.40 82148429 08/19/2025 Nasdaq Common Stock 08/11/2022 Company Issuance Mill City N 200000 08/11/2022 cash N Lyle Berman 1 Hughes Ce

As filed with the Securities and Exchange Commission on September 16, 2025.

As filed with the Securities and Exchange Commission on September 16, 2025. Registration No. 333-289201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of

Loeb & Loeb LLP

Loeb & Loeb LLP 901 New York Avenue, N.W. Washington, D.C. 20001 345 Park Avenue New York, NY 10154 Main 202.618.5000 Fax 202.217.2554 Main 212.407.4000 Fax 212.407.4990 September 16, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attn: Sonia Bednarowski Sandra Hunter Berkheimer Re: SUI Group H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Comm

SUI Group Announces Completion of Existing $2 Million Stock Repurchase Program and Subsequent Authorization of New $50 Million Program

Exhibit 99.1 SUI Group Announces Completion of Existing $2 Million Stock Repurchase Program and Subsequent Authorization of New $50 Million Program WAYZATA, MN, September 12, 2025 – SUI Group Holdings Limited (“SUI Group,” “SUIG” or the “Company”) (NASDAQ: SUIG), the only publicly traded company with an official relationship with the Sui Foundation, today announced it has completed its previously

Sui Group Holdings Limited Up to 94,026,755 Shares of Common Stock Offered by Selling Stockholders

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-289438 Sui Group Holdings Limited Up to 94,026,755 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders identified herein (“Selling Stockholders”) of (i) 75,881,625 shares of common stock of Sui Group Holdings Limited (“we,” “us,” “our,” the “Comp

Sui Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

Sui Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 September 8, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.

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X0101 EFFECT 33 LIVE 2025-09-08 16:30:00 S-1 0001425355 SUI Group Holdings Ltd. 333-289438

As filed with the Securities and Exchange Commission on September 5, 2025.

As filed with the Securities and Exchange Commission on September 5, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of i

Loeb & Loeb LLP

Loeb & Loeb LLP 901 New York Avenue, N.W. Washington, D.C. 20001 345 Park Avenue New York, NY 10154 Main 202.618.5000 Fax 202.217.2554 Main 212.407.4000 Fax 212.407.4990 September 5, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attn: Sonia Bednarowski Sandra Hunter Berkheimer Re: SUI Group Ho

LETTER

September 4, 2025 Douglas Polinsky Chief Executive Officer SUI Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 Re: SUI Group Holdings Limited Amendment No.

LETTER

September 4, 2025 Douglas Polinsky Chief Executive Officer SUI Group Holdings Limited 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 Re: SUI Group Holdings Limited Amendment No.

SUIG’s Total Treasury Holdings Exceed 100 Million SUI as of September 2, 2025 Approximately $58 Million in Cash Available for Additional SUI Acquisitions

Exhibit 99.1 SUIG’s Total Treasury Holdings Exceed 100 Million SUI as of September 2, 2025 Approximately $58 Million in Cash Available for Additional SUI Acquisitions WAYZATA, MN, September 3, 2025 – SUI Group Holdings Limited (“SUI Group,” “SUIG” or the “Company”) (NASDAQ: SUIG), the only publicly traded company with an official relationship with the Sui Foundation, today announced that it has ad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 3, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi

DIGITAL ASSET PURCHASE AND SALE AGREEMENT

EXHIBIT 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui F

BITGO CUSTODIAL SERVICES AGREEMENT

Exhibit 10.22 BITGO CUSTODIAL SERVICES AGREEMENT This Custodial Services Agreement (this “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between: Mill City Ventures III, Ltd. (“CLIENT”) a Minnesota Corporation and Custodian. This Agreement governs Client’s use of the Custodial Services and the Wallet Services (each as defined below, and collectively,

As filed with the Securities and Exchange Commission on August 27, 2025.

As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of inc

DIGITAL ASSET PURCHASE AND SALE AGREEMENT

EXHIBIT 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui F

BITGO CUSTODIAL SERVICES AGREEMENT

Exhibit 10.22 BITGO CUSTODIAL SERVICES AGREEMENT This Custodial Services Agreement (this “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between: Mill City Ventures III, Ltd. (“CLIENT”) a Minnesota Corporation and Custodian. This Agreement governs Client’s use of the Custodial Services and the Wallet Services (each as defined below, and collectively,

As filed with the Securities and Exchange Commission on August 27, 2025.

As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of inc

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 August 27, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attn: Sonia Bednarowski Sandra Hunter Berkheimer Re: Mill City Ventures III, Ltd Registration Statement on Form S-1 Submitted August 8, 2025 File No. 3

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 August 27, 2025 United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attn: Sonia Bednarowski Sandra Hunter Berkheimer Re: Mill City Ventures III, Ltd Registration Statement on Form S-1 Submitted August 4, 2025 File No. 3

ARTICLES OF AMENDMENT AMENDED AND RESTATED ARTICLES OF INCORPORATION MILL CITY VENTURES III, LTD.

Exhibit 3.1 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MILL CITY VENTURES III, LTD. The Undersigned, a duly authorized executive officer of Mill City Ventures III, Ltd., a Minnesota corporation (the “Corporation”), does hereby certify that, pursuant to action duly taken by the Board of Directors of the Corporation in accordance with the Corporation’s bylaws and Minn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

Mill City Announces Corporate Rebrand to SUI Group Holdings to Advance SUI Treasury Strategy New Ticker Symbol “SUIG” to Begin Trading on August 26, 2025

Exhibit 99.2 Mill City Announces Corporate Rebrand to SUI Group Holdings to Advance SUI Treasury Strategy New Ticker Symbol “SUIG” to Begin Trading on August 26, 2025 WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT), today announced plans to implement a comprehensive corporate rebrand to advance its foundation-backed SUI treasury strategy. A

Mill City Announces Commencement of Options Trading on Cboe Exchange

Exhibit 99.1 Mill City Announces Commencement of Options Trading on Cboe Exchange WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT) today announced that the Company’s common stock is available for options trading on the Cboe Global Markets (“Cboe”), effective August 22, 2025, under the ticker “MCVT”. The introduction of listed options offers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 25, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi

LETTER

August 18, 2025 Douglas Polinsky Chief Executive Officer Mill City Ventures III, Ltd.

LETTER

August 18, 2025 Douglas Polinsky Chief Executive Officer Mill City Ventures III, Ltd.

Executive Employment Agreement with Joseph A. Geraci II, dated July 31, 2025

EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of July 31, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Joseph A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the Company’

Bylaws (as amended and restated through July 27, 2025)

EXHIBIT 3.1 BYLAWS OF MILL CITY VENTURES III, LTD (Amended and Restated as of July 27, 2025) SHAREHOLDERS Section 1.01. Place of Meetings and Annual Meeting Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place or places as the Board may from time to time designate. The Board may determine that shareholders not physically present in

Executive Employment Agreement with Douglas M. Polinsky, dated July 31, 2025

EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of July 31, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi

MCVT Surpasses 81.8 Million SUI in its Treasury

Exhibit 99.1 MCVT Surpasses 81.8 Million SUI in its Treasury August 11, 2025 10:00am EDT - MCVT (NASDAQ: MCVT) (the “Company” or “MCVT”). Key Highlights: ● Treasury: MCVT held 81,871,794 SUI as of August 10, 2025 o Since last update 5,600,607 SUI have been purchase at an average price of $3.65 per SUI ● Net Asset Value: Using the August 10, 2025 price of $3.85 per SUI, the 81,871,794 SUI are value

As filed with the Securities and Exchange Commission on August 8, 2025.

As filed with the Securities and Exchange Commission on August 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organizati

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Mill City Ventures III, Ltd Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Table Form S-1 (Form Type) Mill City Ventures III, Ltd.

As filed with the Securities and Exchange Commission on August 1, 2025.

As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organizati

Mill City Ventures Announces $500 Million Equity Line Agreement to Accelerate Growth of Sui Treasury Strategy Provides Clear Pathway for Raising Additional Cost-Effective Capital as Mill City Scales Publicly Traded SUI Treasury

EXHIBIT 99.1 Mill City Ventures Announces $500 Million Equity Line Agreement to Accelerate Growth of Sui Treasury Strategy Provides Clear Pathway for Raising Additional Cost-Effective Capital as Mill City Scales Publicly Traded SUI Treasury WAYZATA, Minn. – August 1, 2025 – Mill City Ventures III, Ltd. ("Mill City" or the "Company") (NASDAQ: MCVT) today announced it has entered into an equity line

Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Mill City Ventures III, Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025).

EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of August 1, 2025 by and between MILL CITY VENTURES III, LTD. and A.G.P./ALLIANCE GLOBAL PARTNERS TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1. Purchase and Sale of Stock 1 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 A

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commis

Registration Rights Agreement, dated as of August 1, 2025, by and among Mill City Ventures III, Ltd. and A.G.P./Alliance Global Partners(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025).

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 2025, is by and between A.G.P./Alliance Global Partners (the “Investor”), and Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereo

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 27, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commiss

Asset Management Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.5 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective as of July 27, 2025 (the “Effective Date”), is entered into by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Client”), and Galaxy Digital Capital Management LP (the “Asset Manager” and, together with the Client, the “Parties”). WHEREAS, the Client wishes to appoint the As

Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and the Foundation Investor (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.6 Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui Foundation, a foundation company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned (the “Counterparty”). Company and Counterparty shall be referred to herein individually

Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Strategic Advisor Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and Karatage Opportunities (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.4 STRATEGIC ADVISORY AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into as of July 27, 2025 (the “Effective Date”), by and between Mill City Ventures III, Ltd., a Minnesota corporation with its principal place of business at 1907 Wayzata Blvd #205, Wayzata, MN 55391 (“Customer”), and Karatage Opportunities, of 4th Floor, Harbour Place, 103 South Church Street,

Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement, dated as of July 27, 2025, between Mill City Ventures III, Ltd. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2025, between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and each of the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to th

Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Mill City Ventures III, Ltd. Announces $450,000,000 Private Placement to Initiate Sui Treasury Strategy Upon the closing of the Private Placement, Mill City will adopt a Sui Treasury Strategy Mill City intends to continue its short-term non-bank lend

EXHIBIT 99.1 Mill City Ventures III, Ltd. Announces $450,000,000 Private Placement to Initiate Sui Treasury Strategy Upon the closing of the Private Placement, Mill City will adopt a Sui Treasury Strategy Mill City intends to continue its short-term non-bank lending and specialty finance business Marius Barnett and Stephen Mackintosh, Co-founders of Karatage, will become Chairman of the Board of D

Placement Agency Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.2 July 27, 2025 Mill City Ventures III, Ltd 1907 Wayzata Boulevard East, Suite 205 Wayzata, MN 55391 Dear Mr. Polinsky: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), the parties hereby ag

Form of Registration Rights Agreement, dated as of July 27, 2025, between Mill City Ventures III, Ltd. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025).

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [●], 2025, between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem

Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 13, 2025)

EXHIBIT 3.1 BYLAWS OF MILL CITY VENTURES III, LTD (Amended and Restated as of June 11, 2025) SHAREHOLDERS Section 1.01. Place of Meetings and Annual Meeting Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place or places as the Board may from time to time designate. The Board may determine that shareholders not physically present in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY

Clawback Policy *

EXHIBIT 97 MILL CITY VENTURES III, LTD. Clawback Policy The Board of Directors (the “Board”) of Mill City Ventures III, Ltd. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41472 MILL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU

Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.3 to the registrant’s current report on Form 8-K filed on February 3, 2025).

EXHIBIT 10.3 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF THE DATE HEREOF AMONG MILL CITY VENTURES III, LTD., A MINNESOTA CORPORATION (“SUBORDINATED CREDITOR”), (II) ORION PIP LLC, A DELAWARE LIMITED L

Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2025).

EXHIBIT 10.1 AMENDMENT NO. 5 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of January 21, 2025 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a

Executive Employment Agreement with Joseph Geraci (incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on February 3, 2025).

EXHIBIT 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into to be effective as of January 1, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Jospeh A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe

Executive Employment Agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on February 3, 2025).

EXHIBIT 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into to be effective as of January 1, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain

Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2025).

EXHIBIT 10.2 AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT This Amended and Restated Subordination and Intercreditor Agreement (this “Agreement”) is made as of January 24, 2025, by and among (i) Mill City Ventures III, Ltd., a Minnesota corporation (“Subordinated Creditor”), (ii) Orion Pip LLC, a Delaware limited liability company, as administrative agent and as collateral agent (

Press release dated February 3, 2025*

EXHIBIT 10.6 Mill City Ventures Collateralizes $10 Million Loan to Mustang Funding Wayzata, MN – February 3, 2025 – Mill City Ventures III, Ltd. (NASDAQ: MCVT) announced today that it has entered into a Security Agreement with Mustang Funding, LLC. Under the Security Agreement, Mill City Ventures obtained a second-position lien on substantially all of Mustang Funding’s assets to serve as collatera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Com

Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 7, 2025).

EXHIBIT 10.1 AMENDMENT NO. 4 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of January 7, 2025 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numb

Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 18, 2024).

EXHIBIT 10.1 AMENDMENT NO. 3 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of December 18, 2024 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Co

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl

Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 20, 2024).

EXHIBIT 10.1 AMENDMENT NO. 2 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of November 18, 2024 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd.,

Subordination and Intercreditor Agreement among Mill City Ventures III, Ltd, Mustang Funding, LLC, and Orion Pip LLC, dated December 28, 2022

EXHIBIT 10.4 SUBORDINATION AND INTERCREDITOR AGREEMENT This Subordination and Intercreditor Agreement (this “Agreement”) is made as of December 28, 2022, by and among (i) Mill City Ventures III, Ltd., a Minnesota corporation (“Subordinated Creditor”), (ii) Orion Pip LLC, a Delaware limited liability company, as administrative agent and as collateral agent (in such capacities, together with its suc

Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd. (incorporated by reference to exhibit 10.2 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023).

EXHIBIT 10.2 FOURTH SHORT-TERM PROMISSORY NOTE Issuance Date: September 29, 2023 $10,000,000 FOR VALUE RECEIVED, Mustang Funding, LLC, a Delaware limited liability company (“Maker”), hereby promises to pay to the order of Mill City Ventures III, Ltd., a Minnesota corporation or its successors or assigns (as applicable, the “Holder”), the principal amount of $10,000,000 (USD), in satisfaction of a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C

Amendment No. 1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to exhibit 10.3 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023).

EXHIBIT 10.3 AMENDMENT NO. 1 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE THIS AMENDMENT NO. 1 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE (this “Amendment”) is entered into by Mill City Ventures III, Ltd., a Minnesota corporation (“Lender”) effective as of April 29, 2024 (the “Effective Date”), and Mustang Funding, LLC, a Delaware limited

Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on November 12, 2024).

EXHIBIT 10.1 FOURTH SHORT-TERM LOAN AGREEMENT THIS FOURTH SHORT-TERM LOAN AGREEMENT (this “Agreement”), dated as of September 29, 2023, is made by and between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Lender”). INTRODUCTION Borrower is seeking a short-term loan to address certain short-term operating capital

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 22, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe

MCVT / Mill City Ventures III Ltd / POLINSKY DOUGLAS MICHAEL - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Douglas M. Polinsky 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Date

Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.*

EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Douglas M. Polinsky (the “Optionee”). The Board of Directors of the Company h

Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.*

EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Joseph A. Geraci, II (the “Optionee”). The Board of Directors of the Company

MCVT / Mill City Ventures III Ltd / GERACI JOSEPH ANTHONY II - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Joseph A. Geraci, II 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Dat

MCVT / Mill City Ventures III Ltd / Mill City Ventures III, Ltd - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Douglas M. Polinsky 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Date

MCVT / Mill City Ventures III Ltd / Mill City Ventures III, Ltd - SC 13D/A Activist Investment

SC 13D/A 1 mcvtsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Joseph A. Geraci, II 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (9

NON-QUALIFIED STOCK OPTION AGREEMENT

EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Douglas M. Polinsky (the “Optionee”). The Board of Directors of the Company h

Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.*

EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Joseph A. Geraci, II (the “Optionee”). The Board of Directors of the Company has adopted a stock-based incentive plan denominated the 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (C

Mill City Ventures III, Ltd. Extends Further Credit to Mustang Litigation Funding

EXHIBIT 99.1 Mill City Ventures III, Ltd. Extends Further Credit to Mustang Litigation Funding Minneapolis, September 11, 2023 Accesswire / - Mill City Ventures III, Ltd. ("Mill City") (Nasdaq: MCVT), a specialty short-term finance and non-bank lender, announced today that it extended an additional $1 million of short-term loan principal to Mustang Funding LLC d/b/a Mustang Litigation Funding (“Mu

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) MILL CITY VENTURES III, LTD.

As filed with the Commission on August 23, 2023

As filed with the Commission on August 23, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (Address of principal executive offices) Minnesota (State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V

Amendment No. 1 to 2022 Stock Incentive Plan, adopted as of August 14, 2023 (incorporated by reference to Exhibit 10.1 to the issuer’s Form 10-Q, filed on August 15, 2023).

EXHIBIT 10.1 AMENDMENT NO. 1 TO MILL CITY VENTURES III, LTD. 2022 STOCK INCENTIVE PLAN Effective Date: August 14, 2023 This Amendment No. 1 to Mill City Ventures III, Ltd. 2022 Stock Incentive Plan (this “Amendment”) is approved and adopted by the Board of Directors (the “Board”) of Mill City Ventures III, Ltd. (the “Company”), under authority granted to the Board pursuant to Section 14 of the Mil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Letter dated May 22, 2023 from Boulay PLLP to the US Securities and Exchange Commission

EXHIBIT 99.1

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2023 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 May 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Mill City Ventures III, Ltd. – Application for Withdrawal of Registration Statement on Form S-1 (File No. 333-262653) To Whom It May Concern: Mill City Ventures III, Ltd. (the “Comp

Employment agreement with Joseph Geraci (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of January 1, 2023, between Mill City Ventures III, LTD (the “Company”) and Jospeh A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU

Employment agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of January 1, 2023, between Mill City Ventures III, LTD (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 20, 2023 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 20, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo

Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Mustang Funding, LLC

EXHIBIT 99.1 Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Mustang Funding, LLC Minneapolis, December 6, 2022 Accesswire / - Mill City Ventures III, Ltd. ("Mill City") (Nasdaq: MCVT), a specialty short-term finance and non-bank lender, announced today that it has entered into a non-binding letter of intent for a merger transaction with Mustang Funding, LLC dba Mustang Litiga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Articles of Amendment to Amended and Restated Articles of Incorporation of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on August 11, 2022)

Exhibit 3.1 Office of the Minnesota S ecretary of State Minnesota Business & Nonprofit Corporations Amendment to Articles of Incorporation Minnesota S1at11tes, Chapter 302A or 317A R e ad th e in s tru c tion s b e for e c ompletin g thi s form. Filin g Fee : $ 55 for ex p e dited s ervi ce in - p e rs o n and onlin e filin gs, $35 for m a il Note : I n fo r mat ion prov i ded when fili ng a b usi

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2022 (August 5, 2022) MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commi

Mill City Ventures III, Ltd. Announces Closing of $5.0 Million Public Offering and Uplisting to Nasdaq

Exhibit 99.1 Mill City Ventures III, Ltd. Announces Closing of $5.0 Million Public Offering and Uplisting to Nasdaq MINNEAPOLIS, August 11, 2022 /PRNewswire/ - Mill City Ventures III, Ltd. (NasdaqCM: MCVT) (Mill City or the ?Company?) a non-bank lender and specialty finance company, today announced the closing of its underwritten public offering of 1,250,000 shares of common stock at a public offe

Mill City Ventures III, Ltd. 1,250,000 Shares Common Stock

? Table of Contents ? Filed Pursuant to Rule 424(b)(4) Registration No. 333-264474 ? ? ? ? PROSPECTUS Mill City Ventures III, Ltd. 1,250,000 Shares Common Stock We are offering 1,250,000 shares of common stock, par value $0.001 (?common stock?, and each a ?Share? and collectively, the ?Shares?) of Mill City Ventures III, Ltd. (the ?Company,? ?Mill City Ventures III,? ?we,? ?our? or ?us?) at $4.00

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)

8A CERT

Mill City Ventures III, Ltd. Announces Pricing of $5.0 Million Public Offering and Concurrent Uplisting to the Nasdaq Capital Market

Exhibit 99.1 Mill City Ventures III, Ltd. Announces Pricing of $5.0 Million Public Offering and Concurrent Uplisting to the Nasdaq Capital Market MINNEAPOLIS, August 8, 2022 /PRNewswire/ - Mill City Ventures III, Ltd. (NasdaqCM: MCVT) (Mill City or the ?Company?) a non-bank lender and specialty finance company, today announced the pricing of its underwritten public offering of 1,250,000 shares of

MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 August 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: David Gessert / David Lin Re: Mill City Ventures, III, Ltd. Registration Statement on Form S-1, File No. 333-264474 REQUEST FOR ACCELERATION OF EFF

Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 August 8, 2022

Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 August 8, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Mill City Ventures III, Ltd. Registration Statement on Form S-1/A File No. 333-2644474 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mill City Ventures III, Ltd. (Exact Name of Reg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mill City Ventures III, Ltd.

As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

As filed with the Securities and Exchange Commission on August 4, 2022

Table of Contents ? As filed with the Securities and Exchange Commission on August 4, 2022 Registration No.

Compensation Committee Charter

Exhibit 99.2 ? Mill City Ventures III, Ltd. COMPENSATION COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the ?Board?) of Mill City Ventures III, Ltd. (the ?Company?) to be known as the Compensation Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. ? The purposes of the Committee shall be to:

As filed with the Securities and Exchange Commission on July 27, 2022

Table of Contents ? As filed with the Securities and Exchange Commission on July 27, 2022 Registration No.

Nominating and Corporate Governance Charter

? Exhibit 99.3 Mill City Ventures III, Ltd. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the ?Board?) of Mill City Ventures III, Ltd. (the ?Company?) to be known as the Nominating and Corporate Governance Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: ? I. Purpose of the Committ

Underwriting Agreement

Exhibit 1.1 ? UNDERWRITING AGREEMENT among MILL CITY VENTURES III, LTD. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters ? MILL CITY VENTURES III, LTD. UNDERWRITING AGREEMENT New York, New York [?], 2022 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York,

Code of Ethics

Exhibit 14.1 ? MILL CITY VENTURES III, LTD. CODE OF CONDUCT AND ETHICS ? (Approved on March 5, 2021) ? Introduction ? This Code of Conduct and Ethics (this ?Code?) sets forth the commitment of Mill City Ventures III, Ltd., together with its subsidiary entities (collectively, the ?Company?) to high ethical standards and full compliance with applicable laws, rules and regulations. This Code applies

Issuer Free Writing Prospectus

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333-2644474 July 2022 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333 - 2644474 July 2022 Safe Harbor / Forward - Looking Statements Free Writing Prospectus The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates .

Audit Committee Charter

? Exhibit 99.1 ? Mill City Ventures III, Ltd. ? AUDIT COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the "Board") of Mill City Ventures III, Ltd. (the ?Corporation? or ?Company?) to be known as the Audit Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: ? I. Purpose of the Committee. The primary purpose of the Committe

As filed with the Securities and Exchange Commission on June 7, 2022

Table of Contents As filed with the Securities and Exchange Commission on June 7, 2022 Registration No.

MILL CITY VENTURES III, LTD 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

MILL CITY VENTURES III, LTD 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 June 7, 2022 David Gessert U.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mill City Ventures III, Ltd.

LETTER

United States securities and exchange commission logo May 23, 2022 Douglas M. Polinsky Chief Executive Officer and Chairman Mill City Ventures III, Ltd 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 Re: Mill City Ventures III, Ltd Registration Statement on Form S-1 Filed April 26, 2022 File No. 333-264474 Dear Mr. Polinsky: We have limited our review of your registration statement to those is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mill City Ventures III, Ltd.

As filed with the Securities and Exchange Commission on April 25, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 25, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Calculation of Registration Fee

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Mill City Ventures III, Ltd.

As filed with the U.S. Securities and Exchange Commission on February 11, 2022

As filed with the U.S. Securities and Exchange Commission on February 11, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mill City Ventures III, Ltd. (Exact Name of Registrant as Specified in its Charter) Minnesota 6153 90-0316551 (State or other jurisdiction of incorporation) (Prim

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2022 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Number

Loan and Security Agreement with Eastman Investment, Inc. and Lyle A. Berman as trustee of the Lyle A. Berman Revocable Trust, dated January 3, 2022

Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of January 3, 2022, is made and entered into by and between Mill City Ventures III, Ltd., a Minnesota corporation (the ?Borrower?), on the one hand, and Lyle A. Berman, as Trustee of the Lyle A. Berman Revocable Trust, and Eastman Investment, Inc., a Nevada corporation (each a ?Lender? and collec

LETTER

United States securities and exchange commission logo November 12, 2021 Joseph A. Geraci, II Chief Financial Officer Mill City Ventures III, Ltd. 1907 Wayzata Blvd #205 Wayzata, Minnesota 55391 Re: Mill City Ventures III, Ltd Form 10-K for the Fiscal Year Ended December 31, 2020 File No. 811-22778 Dear Mr. Geraci: We have completed our review of your filings. We remind you that the company and its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391

CORRESP 1 filename1.htm MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 October 12, 2021 VIA EDGAR Cara Lubit U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 RE: Comment Letter dated September 16, 2021 — Form 10-K for the Fiscal Year Ended December 31, 2020 Filed March 10, 2021 Form 10-Q for the Quarterly Period Ended Ju

LETTER

United States securities and exchange commission logo September 16, 2021 Joseph A.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2021 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Numb

MILL CITY VENTURES III, LTD. 1907 Wayzata Blvd. Suite 205 Wayzata, MN 55391

Exhibit 99.1 MILL CITY VENTURES III, LTD. 1907 Wayzata Blvd. Suite 205 Wayzata, MN 55391 December 17, 2020 Via Electronic Mail Mr. Ram Chary Chief Executive Officer Digital Cash Processing, Inc. Email: [email protected] RE: Merger and Spin-Off Transaction Dear Ram: This letter of intent is entered into as of the date above by and between Digital Cash Processing, Inc., a Minnesota corporation (th

Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Digital Cash Processing, Inc.

Exhibit 99.2 Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Digital Cash Processing, Inc. Minneapolis, MN – December 17, 2020 - Mill City Ventures III, Ltd. (“Mill City”), a specialty finance company and non-bank lender, entered into a letter of intent for a merger transaction with Digital Cash Processing, Inc. (“DCP”), a financial technology company providing an array of tra

Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2020 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Numb

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C

MCVT / Mill City Ventures III, Ltd. / Blatt Kenneth Marc - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 101 (CUSIP Number) September 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V

MCVT / Mill City Ventures III, Ltd. / Blatt Kenneth Marc - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 101 (CUSIP Number) JULY 3, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2020 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Number) (I

###

Exhibit 99.1 Mill City Ventures III, Ltd. Formalizes New Business Plan Minneapolis, Minn., May 7, 2020 – Mill City Ventures III, Ltd. (OTCPK: MCVT) (“Mill City” or the “Company”), announced today that the company’s Board of Directors has authorized a formal change to the company’s business operations to include short-term non-bank lending and specialty finance. Douglas M. Polinsky, Chief Executive

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU

MCVT / Mill City Ventures III, Ltd. N-54C - - FORM N-54C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-54C NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 6s OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned business development company hereby notifies the Securities and Exchange Commission that it withdraws its election

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numb

MCVT / Mill City Ventures III, Ltd. DEF 14A - - DEF 14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Us

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C

MCVT / Mill City Ventures III, Ltd. PRER14A - - PRER14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Us

MCVT / Mill City Ventures III, Ltd. CORRESP - -

Paul D. Chestovich, Esq. Paul D. Chestovich, Esq. 1800 Goodrich Avenue Saint Paul, MN 55104 Phone: (651) 235-7536 E-Mail: [email protected] October 29, 2019 VIA EDGAR Mr. Jay Williamson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington DC 20549 RE: Mill City Ventures III, Ltd. Preliminary Proxy Statement filed on October 15, 2019 Dear Mr. Wil

MCVT / Mill City Ventures III, Ltd. PRER14A - - PRER14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Us

MCVT / Mill City Ventures III, Ltd. CORRESP - -

Paul D. Chestovich, Esq. Paul D. Chestovich, Esq. 1800 Goodrich Avenue Saint Paul, MN 55104 Phone: (651) 235-7536 E-Mail: [email protected] October 14, 2019 VIA EDGAR Mr. Jay Williamson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington DC 20549 RE: Mill City Ventures III, Ltd. Preliminary Proxy Statement filed on August 31, 2019 Dear Mr. Will

MCVT / Mill City Ventures III, Ltd. PRE 14A - - PROXY STATEMENT

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commissio

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU

MCVT / Mill City Ventures III, Ltd. NT 10-Q NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 (AMENDMENT TO FILING MADE ON APRIL 1, 2019) NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Number)

Letter from Baker Tilly Virchow Krause, LLP (filed herewith)

Exhibit 16.1 April 5, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K, dated on or about April 2, 2019, of Mill City Ventures III, Ltd. We agree with the statements contained therein insofar as they relate to our firm. Sincerely, Baker Tilly Virchow Krause, LLP Baker Tilly Virchow Krause, LLP trading as Baker Tilly i

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Number)

MCVT / Mill City Ventures III, Ltd. NT 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 (AMENDMENT TO FILING MADE ON APRIL 1, 2019) NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.

MCVT / Mill City Ventures III, Ltd. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numbe

Employment Agreement with Joseph A. Geraci, II*

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Joseph A. Geraci, II, a resident of State of Minnesota (“Geraci”). It is hereby agreed as follows: 1. Engagement and Acceptance. The Company hereby engages Geraci to

Employment Agreement with Douglas M. Polinsky*

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Douglas M. Polinsky, a resident of State of Minnesota (“Polinsky”). It is hereby agreed as follows: 1. Engagement and Acceptance. The Company hereby engages Polinsky

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2018 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numb

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ( For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

MCVT / Mill City Ventures III, Ltd. CORRESP

Bradley Pederson Direct Dial: (612) 672-8341 Direct Fax: (612) 642-8341 [email protected] April 2, 2018 VIA EDGAR Ms. Megan Miller Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure and Review Office 3 World Financial Center New York, NY 10281 Re: Mill City Ventures III, Ltd. (the “Company”) Annual Report on Form 10-K for the year ended

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU

Mill City Ventures III NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Mill City Ventures III ESP

Paul D. Chestovich Direct Dial: (612) 672-8305 Direct Fax: (612) 642-8305 [email protected] August 16, 2016 VIA EDGAR Ms. Megan Miller Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure and Review Office 3 World Financial Center New York, NY 10281 Re: Mill City Ventures III, Ltd. (the ?Company?) Annual Report on Form 10-K for the year en

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 814-00991 MILL CITY VENTURES III, LTD.