SecProbe.io

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 August 18, 2025

Douglas Polinsky
Chief Executive Officer
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 August 8, 2025
 File No. 333-289438
Dear Douglas Polinsky:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1. Please expand your disclosure to describe your plan of operations for
the next twelve
 months by describing the source of capital for your acquisition of SUI,
including
 disclosure related when you intend to purchase SUI with the proceeds
from the PIPE
 Offering, so that investors understand your plans to increase your
holdings of SUI and
 your plans to continue your short term lending business line. In
addition, please revise
 to describe the plans that you have related to diversifying your product
offerings,
 including a description of such product offerings, a timeline of the
development of
 such products, the estimated costs of developing these products, the
sources of capital
 and any challenges you may experience related to the development of
these products.
 In this regard, we note your Strategic Advisor Agreement with Karatage
related to the
 development of such products.
 August 18, 2025
Page 2

2. Please disclose whether you currently use or have plans to use SUI as
collateral for
 loans. To the extent that you have collateralized your holdings of SUI,
please disclose
 the percentage of SUI that is currently used as collateral. In addition,
please disclose
 as to whether you stake or intend to stake SUI. To the extent that you
do, please revise
 to provide a materially complete description of your staking policy and
your staking
 program, including disclosure regarding the percentage of SUI you stake
or intend to
 stake. Please revise to describe whether you intend to generate income
with your SUI
 holdings, and, if so, please describe your policies and procedures
related to doing so.
 In this regard, we note that you have signed an Asset Management
Agreement with
 Galaxy Digital Capital Management LP to manage the first $750 million of
your SUI
 and at least 50% of your SUI in excess of $750 million. We also note that
SUI
 purchased pursuant to your Digital Asset Purchase and Sale Agreement with
the
 Foundation Investor will be subject to transfer restrictions for a period
of two years
 following the purchase. Please revise to disclose the percentage of your
SUI holdings
 that are subject to the two year transfer restrictions and how these
restrictions will
 impact your ability to use and monetize your SUI holdings, and add risk
factor
 disclosure as appropriate.
3. Please expand your disclosure to describe the policies and procedures you
have in
 place or intend to adopt that govern when you exchange cash for SUI and
when you
 monetize your SUI, and disclose whether you have policies or will
establish policies
 governing the percentage of your treasury holdings that will be SUI. Also
disclose the
 percentage of your treasury that is currently invested in SUI. In
addition, please
 disclose whether you intend to hedge your SUI exposure, and, if so,
please describe
 your hedging strategy.
4. Please describe the anti-money laundering (AML), know-your-customer (KML)
and
 other procedures you conduct or plan to conduct to mitigate transaction
risk, including
 whether a transaction counterparty is subject to sanctions and is
otherwise in
 compliance with applicable laws and regulations.
5. Please revise to disclose your policies related to air drops, incidental
rights and hard
 forks, and add risk factors related to such policies as necessary.
6. Please revise to identify the custodians that custody your SUI holdings,
describe the
 material terms of your agreements with the custodians, including the
term, termination
 provisions, whether your assets are held in segregated accounts, the
identity of entities
 that have access to the SUI, whether any entity is responsible for
verifying the
 existence of the SUI and the insurance coverage of your SUI holdings that
the
 custodians provide. Also, revise your disclosure to address where your
third-party
 custodians are chartered and how they are regulated, and include the
agreements with
 your third-party custodians as exhibits to your registration statement.
7. Please revise to disclose whether you have any agreements with
counterparties related
 to purchase and sales of SUI, and, if so, please identify the
counterparties and disclose
 the material terms of your agreements with your counterparties.
8. Please add a section to your registration statement that includes a
materially complete
 description of SUI and the SUI blockchain, including, for example, a
description of
 the lifecycle of SUI, the use case of SUI, including its purpose, use
and/or functions,
 August 18, 2025
Page 3

 the marketcap of SUI, the circulating supply of SUI, the maximum supply
of SUI, a
 description of the vesting schedule of SUI, the average volume of SUI
and the launch
 date of SUI and the SUI blockchain and the role of the Sui Foundation in
the
 governance of SUI. In addition, please include risk factor disclosure
addressing the
 characteristics of SUI related to liquidity, including how fiat currency
may be
 exchanged for SUI and how SUI may be exchanged for fiat currency.
Prospectus Summary, page 1

9. We note your disclosure on page 1 that you have an official relationship
with the
 Sui Foundation. Please revise to describe your relationship with the Sui
Foundation
 and clarify what you mean by your disclosure on page 4 that your
position as a public
 company "with an official Sui Foundation relationship proves us
institutional-grade
 exposure to the SUI blockchain." In addition, please revise to describe
the material
 terms of the Digital Asset Purchase and Sale Agreement with the
Foundation Investor
 so that investors understand the amount of SUI you have agreed to
purchase pursuant
 to the agreement.
Risk Factors, page 7

10. Please add additional risk factors that further address potential
impacts to the price of
 SUI such as competition from other crypto assets and the lack of
adoption of SUI.
Risks Related to This Offering and Ownership of Our Common Stock
Our financial results and the market price of our Common Stock may be affected
by the
prices of SUI, page 7

11. Please expand this risk factor to provide quantitative information that
demonstrates
 the volatility of SUI or provide a cross-reference to where you address
the volatility of
 SUI. In addition, you state that SUI is relatively novel. Please revise
to disclose the
 date that SUI was publicly launched.
Our SUI holdings are less liquid than our existing cash and cash equivalents,
page 9

12. We note your disclosure regarding the "susceptibility to market abuse
and
 manipulation," internal control failures at exchanges, risks related to
custodians and
 trade execution partners, risks related to the inability to enter into
term loans or other
 capital raising transactions collateralized by your SUI. Please revise
to expand your
 risk factors section to include separately captioned risk factors that
address each of the
 risks listed in this risk factor. In addition, please address the risks
of attacks due to the
 level of concentration of SUI ownership such as the possibility of a SUI
owner
 obtaining control over the SUI network, the risks of hard forks,
front-running and
 wash-trading, the risks related to the bankruptcy or insolvency of your
custodian, the
 risk that your anti-money laundering (AML), know-your-customer (KML) and
other
 due diligence procedures you conduct may fail to prevent transactions
with a
 sanctioned entity and the impact if such a transaction occurs. For each
of your risk
 factors, please use specific examples to demonstrate the risks described
in each.
 August 18, 2025
Page 4
Exhibits and Financial Statement Schedules, page 42

13. We note that you marked Exhibit 10.6 as having portions omitted in
compliance with
 Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent
statement on
 the first page of the redacted exhibit that certain identified
information has been
 excluded from the exhibit because it is both not material and is the
type that the
 registrant treats as private or confidential.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
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