Plutus (PLUT) outlines pro forma financials for proposed Choco Up merger

Rhea-AI Filing Summary

Plutus Financial Group Limited has released additional unaudited pro forma condensed combined financial information for its proposed merger with Choco Up Group Holdings Limited. This information illustrates how the combined business would have looked financially as of March 31, 2025 and for the year ended December 31, 2024.

On a pro forma basis, the combined company’s total shareholders’ equity as of March 31, 2025 was approximately US$31.1 million. For the year ended December 31, 2024, it recorded a pro forma net loss and total comprehensive loss of about US$3.4 million, and had net tangible assets of roughly US$4.5 million as of that date. Detailed schedules are contained in Exhibit 99.1.

Insights

Equity capital markets analyst

Pro forma merger figures show modest equity base and ongoing losses.

The company presents unaudited pro forma financials for the planned merger with Choco Up, giving investors a view of the combined entity’s size and profitability. Total shareholders’ equity of US$31.1 million suggests a relatively small combined balance sheet.

The pro forma figures also show a US$3.4 million net and total comprehensive loss for the year ended December 31, 2024, alongside net tangible assets of US$4.5 million at that date. This highlights that the merged business, as illustrated, is not yet profitable.

These metrics help frame the merger’s financial profile and risk-return balance. Future company materials may add detail on how the combined platform plans to improve profitability and scale from this baseline.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025.

Commission File Number 001-42502

Plutus Financial Group Limited

(Translation of registrant’s name into English)

8/F, 80 Gloucester Road

Wan Chai, Hong Kong

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☒ Form 20-F ☐ Form 40-F

EXPLANATORY NOTE

Further to our reports on Form 6-K furnished to the SEC on July 9, 2025, July 16, 2025, August 8, 2025 and September 29, 2025 in connection with the proposed merger with Choco Up Group Holdings Limited (“Choco Up”) announced on July 9, 2025 (the “Merger”), including (i) the selected unaudited consolidated financial information of Choco Up and its subsidiaries for the three months ended March 31, 2025 based on Choco Up’s management accounts, and (ii) the audited consolidated financial statements of Choco Up and its subsidiaries for the fiscal years ended December 31, 2024 and 2023, Plutus Financial Group Limited (the “Company”) is furnishing in Exhibit 99.1 to this Form 6-K the following additional unaudited pro forma condensed combined financial information:

- The unaudited pro forma condensed consolidated statements of financial position as of December 31, 2024;

- The unaudited pro forma condensed consolidated statements of profit or loss and other comprehensive income for the year ended December 31, 2024;

- The unaudited pro forma condensed consolidated statements of financial position as of March 31, 2025; and

- The unaudited pro forma condensed consolidated statements of profit or loss and other comprehensive income for the three months ended March 31, 2025.

Based on such unaudited pro forma condensed combined financial information, the total shareholders’ equity of the combined company as of March 31, 2025 was approximately US$31.1 million. The net loss and total comprehensive loss of the combined company for the year ended December 31, 2024 was approximately US$3.4 million. The net tangible assets of the combined company as of December 31, 2024 was approximately US$4.5 million. For details, please refer to Exhibit 99.1 attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Plutus Financial Group Limited
	By:	/s/ Ting Kin Cheung
	Name:	Ting Kin Cheung
	Title:	Chief Executive Officer

Date: October 3, 2025

EXHIBIT INDEX

Number		Description of Document
99.1		Unaudited Pro Forma Condensed Combined Financial Information

FAQ

What does Plutus Financial Group Limited (PLUT) report in this October 2025 6-K?

Plutus Financial Group furnishes additional unaudited pro forma combined financial information for its proposed merger with Choco Up. The data show the hypothetical financial position and results of the merged company, including equity, net loss, and net tangible assets, based on historical periods.

What is the pro forma shareholders’ equity of the Plutus–Choco Up combined company?

The pro forma total shareholders’ equity of the combined company was approximately US$31.1 million as of March 31, 2025. This figure reflects the illustrative balance sheet of Plutus Financial Group and Choco Up as if they were already merged on that date.

Is the pro forma combined Plutus (PLUT) and Choco Up entity profitable?

Based on the unaudited pro forma figures, the combined company recorded a net loss and total comprehensive loss of about US$3.4 million for the year ended December 31, 2024. This indicates the illustrated merged business was not profitable over that period.

What are the net tangible assets in the Plutus–Choco Up pro forma financials?

The unaudited pro forma condensed combined financial information shows net tangible assets of approximately US$4.5 million as of December 31, 2024. Net tangible assets generally represent total assets minus intangible assets and liabilities, offering a view of the tangible balance sheet strength.

Where can investors find detailed Plutus (PLUT) and Choco Up pro forma financial schedules?

Detailed unaudited pro forma condensed combined financial schedules are contained in Exhibit 99.1 to the October 2025 Form 6-K. That exhibit provides the underlying assumptions, adjustments, and line-item information supporting the summarized headline figures disclosed.

What prior disclosures relate to the Plutus and Choco Up proposed merger?

The company refers to earlier Form 6-K reports dated July 9, 2025, July 16, 2025, August 8, 2025, and September 29, 2025. Those filings included Choco Up’s selected unaudited quarterly data and audited consolidated financial statements for the fiscal years ended December 31, 2024 and 2023.