Plutus Financial extends merger deadline to Dec. 31, 2026

The parties may terminate the agreement if closing has not occurred by December 31, 2026; the transaction also remains subject to Nasdaq approval.

Rhea-AI Filing Summary

Plutus Financial Group Ltd and the other parties amended their merger agreement on September 30, 2026, extending the Outside Date to December 31, 2026. The agreement provides that the parties may terminate it if closing has not occurred by the Outside Date.

Under the contemplated transaction, Plutus would acquire all outstanding equity interests in Choco Up in exchange for newly issued Class A and Class B ordinary shares. Closing remains subject to conditions, including Nasdaq approval.

Key Figures

Original Outside Date: December 31, 2025 First Amended Outside Date: March 31, 2026 Second Amended Outside Date: June 30, 2026 +2 more

5 metrics

Original Outside Date December 31, 2025 Merger agreement deadline before amendments

First Amended Outside Date March 31, 2026 Deadline under the First Amendment

Second Amended Outside Date June 30, 2026 Deadline under the Second Amendment

Third Amended Outside Date September 30, 2026 Deadline under the Third Amendment

Fourth Amended Outside Date December 31, 2026 Deadline under the Fourth Amendment

Key Terms

Outside Date, closing conditions, Agreement and Plan of Merger

3 terms

Outside Date technical

"further extend the Outside Date to December 31, 2026"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

closing conditions technical

"subject to the satisfaction of certain closing conditions"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

Agreement and Plan of Merger technical

"entered into an Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the new deadline for PLUT's merger with Choco Up?

The merger agreement's Outside Date is December 31, 2026. The parties may terminate the agreement if closing has not occurred by that date.

What shares will PLUT issue to acquire Choco Up?

Plutus will exchange newly issued Class A and Class B ordinary shares for all outstanding equity interests in Choco Up. Closing is subject to conditions, including Nasdaq approval.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 06:03 AM Accepted by SEC EDGAR 09/30/2026 - 05:52 PM Learn about SEC filing dates

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 September 2026.

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

Further Extension of Outside Date under Merger Agreement

As previously disclosed in our reports on Form 6-K furnished to the SEC on July 9, 2025, July 16, 2025, August 8, 2025, December 31, 2025, March 31, 2026, and June 30, 2026, Plutus Financial Group Limited entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated July 9, 2025, an Amendment to the Merger Agreement (the “First Amendment to the Merger Agreement”) dated December 30, 2025, a Second Amendment to the Merger Agreement (the “Second Amendment to the Merger Agreement”) dated March 31, 2026 , a Third Amendment to the Merger Agreement (the “Third Amendment to the Merger Agreement”) dated June 30, 2026 with Choco Up Group Holdings Limited. Coders Merger Sub Limited has acceded to and joined as a party to the Merger Agreement by way of a joinder dated August 8, 2025. Under the Merger Agreement, the First Amendment to the Merger Agreement, the Second Amendment to the Merger Agreement and the Third Amendment to the Merger Agreement, we will acquire all outstanding equity interests in Choco Up in exchange for a mixture of newly issued Class A ordinary shares and newly issued Class B ordinary shares in a transaction exempt from the registration requirements under the Securities Act of 1933. The closing of the transaction is subject to the satisfaction of certain closing conditions, including the Nasdaq approval. Section 9(b) of the Merger Agreement provides that the agreement may be terminated by the parties if the closing has not occurred by December 31, 2025 (the “Outside Date”). Under the First Amendment to the Merger Agreement, the Outside Date was extended to March 31, 2026, under the Second Amendment to the Merger Agreement, the Outside Date was extended to June 30, 2026, and under the Third Amendment to the Merger Agreement, the Outside Date was extended to September 30, 2026.

On September 30, 2026, the parties executed the Fourth Amendment to the Merger Agreement to further extend the Outside Date to December 31, 2026. The Fourth Amendment to the Merger Agreement is furnished herewith as Exhibit 10.1.

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: September 30, 2026

EXHIBIT INDEX

Number		Description of Document
10.1		Fourth Amendment to Agreement and Plan of Merger

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 33.5 KB