Plutus Financial (PLUT) pushes Choco Up merger Outside Date to Sept. 30, 2026

Rhea-AI Filing Summary

Plutus Financial Group Limited reports another extension of its planned acquisition of Choco Up Group Holdings Limited. Under the Merger Agreement, Plutus will acquire all outstanding equity interests in Choco Up in exchange for newly issued Class A and Class B ordinary shares.

The closing remains subject to specified conditions, including Nasdaq approval. The parties have signed a Third Amendment to the Merger Agreement that moves the merger "Outside Date" from June 30, 2026 to September 30, 2026, giving additional time to satisfy the remaining conditions.

Insights

M&A and capital markets analyst

Plutus extends the Choco Up merger deadline again without changing deal terms.

The company describes a share-for-share acquisition of Choco Up using newly issued Class A and Class B ordinary shares, in a transaction exempt from Securities Act registration. Closing depends on several conditions, including Nasdaq approval, which are still pending.

The Outside Date has now moved from an initial December 31, 2025, to June 30, 2026, and further to September 30, 2026 via a Third Amendment. The filing does not revise consideration structure, so the main change is additional time to complete closing.

Execution now hinges on meeting the remaining closing conditions outlined in the Merger Agreement and obtaining Nasdaq approval. Subsequent company filings may show whether those conditions are satisfied before the new Outside Date or if further amendments occur.

Key Figures

Initial Outside Date: December 31, 2025 Second Outside Date: June 30, 2026 Current Outside Date: September 30, 2026

3 metrics

Initial Outside Date December 31, 2025 Original merger Outside Date in Section 9(b) of the Merger Agreement

Second Outside Date June 30, 2026 Outside Date after the Second Amendment to the Merger Agreement

Current Outside Date September 30, 2026 Outside Date after the Third Amendment to the Merger Agreement

Key Terms

Agreement and Plan of Merger, Outside Date, Third Amendment to the Merger Agreement, Nasdaq approval, +1 more

5 terms

Agreement and Plan of Merger financial

"Plutus Financial Group Limited 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.

Outside Date financial

"the agreement may be terminated by the parties if the closing has not occurred by December 31, 2025 (the “Outside Date”)."

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.

Third Amendment to the Merger Agreement financial

"the parties executed the Third Amendment to the Merger Agreement to further extend the Outside Date"

Nasdaq approval financial

"The closing of the transaction is subject to the satisfaction of certain closing conditions, including Nasdaq approval."

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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FAQ

What did Plutus Financial Group (PLUT) announce in this Form 6-K?

Plutus Financial Group disclosed a Third Amendment to its Merger Agreement with Choco Up. The amendment mainly extends the deadline, called the "Outside Date," for completing the share-based acquisition, while leaving the core structure of the planned merger in place.

What is the new Outside Date for the Plutus (PLUT) and Choco Up merger?

The Outside Date for closing the merger has been extended to September 30, 2026. This follows prior Outside Dates of December 31, 2025 and June 30, 2026, giving the parties more time to satisfy remaining conditions.

How will Plutus (PLUT) pay for the Choco Up acquisition?

Plutus plans to acquire all outstanding equity interests in Choco Up using newly issued Class A and Class B ordinary shares. The transaction is described as exempt from the registration requirements under the U.S. Securities Act of 1933.

What conditions still need to be met before the Plutus (PLUT) and Choco Up merger can close?

The closing of the transaction is subject to specified closing conditions set out in the Merger Agreement. These include obtaining approval from Nasdaq, along with other contractual conditions that must be satisfied or waived before completion.

Does the Third Amendment change the consideration in the Plutus (PLUT) and Choco Up deal?

The filing describes the Third Amendment as extending the Outside Date to September 30, 2026. It continues to reference payment in newly issued Class A and Class B ordinary shares, without indicating changes to that consideration structure.

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 June 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 and April 1, 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 and a Second Amendment to the Merger Agreement (the “Second Amendment to the Merger Agreement”) dated March 31, 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 and the Second 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 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 Second Amendment to the Merger Agreement, the Outside Date was extended to June 30, 2026.

On June 30, 2026, the parties executed the Third Amendment to the Merger Agreement to further extend the Outside Date to September 30, 2026. The Third 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: June 30, 2026

EXHIBIT INDEX

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

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 30.3 KB