Plutus (PLUT) pushes Choco Up merger Outside Date out to June 30, 2026

Rhea-AI Filing Summary

Plutus Financial Group Limited reports another extension of its planned acquisition of Choco Up Group Holdings Limited. The companies originally agreed that the merger could be terminated if it did not close by the “Outside Date” of December 31, 2025, later extended to March 31, 2026.

On March 31, 2026, the parties signed a Second Amendment to the Merger Agreement to further extend the Outside Date to June 30, 2026. The deal would see Plutus acquire all outstanding equity interests in Choco Up in exchange for newly issued Class A and Class B ordinary shares, with closing still subject to conditions including Nasdaq approval.

Insights

Cross-border M&A analyst

Plutus and Choco Up push merger deadline to June 30, 2026.

The companies have amended their Merger Agreement again, moving the Outside Date from March 31, 2026 to June 30, 2026. The acquisition structure remains an all‑stock deal using newly issued Class A and Class B ordinary shares.

The filing notes that closing is still subject to conditions, including Nasdaq approval. Extending the Outside Date signals ongoing commitment to complete the transaction but also confirms timing has slipped. Future company disclosures about satisfying these conditions will clarify whether the merger ultimately proceeds.

Key Figures

Original Outside Date: December 31, 2025 First extended Outside Date: March 31, 2026 New Outside Date: June 30, 2026 +3 more

6 metrics

Original Outside Date December 31, 2025 Termination date under initial Merger Agreement

First extended Outside Date March 31, 2026 Date set by First Amendment to Merger Agreement

New Outside Date June 30, 2026 Date set by Second Amendment to Merger Agreement

Merger Agreement date July 9, 2025 Original Agreement and Plan of Merger signing date

First Amendment date December 30, 2025 Date of First Amendment to Merger Agreement

Second Amendment execution date March 31, 2026 Date parties executed Second Amendment

Key Terms

Agreement and Plan of Merger, Outside Date, First Amendment to the Merger Agreement, Second Amendment to the Merger Agreement, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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 regulatory

"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.

First Amendment to the Merger Agreement regulatory

"Under the First Amendment to the Merger Agreement, the Outside Date was extended"

Second Amendment to the Merger Agreement regulatory

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

Nasdaq approval regulatory

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

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 March 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, and December 31, 2025, Plutus Financial Group Limited entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated July 9, 2025 and an Amendment to the Merger Agreement (the “First Amendment to the Merger Agreement”) dated December 30, 2025 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 and the First 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.

On March 31, 2026, the parties executed the Second Amendment to the Merger Agreement to further extend the Outside Date to June 30, 2026. The Second 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
Date: March 31, 2026	By:	/s/ Ting Kin Cheung
	Name:	Ting Kin Cheung
	Title:	Chief Executive Officer

EXHIBIT INDEX

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

FAQ

What merger is Plutus Financial Group (PLUT) pursuing in this 6-K?

Plutus Financial Group is pursuing an acquisition of Choco Up Group Holdings Limited. The deal would transfer all outstanding Choco Up equity interests to Plutus in exchange for newly issued Class A and Class B ordinary shares, structured as a transaction exempt from Securities Act registration.

How did Plutus (PLUT) change the Outside Date for the Choco Up merger?

The Outside Date began as December 31, 2025, was extended to March 31, 2026, and has now been pushed to June 30, 2026. This was done through a Second Amendment to the Merger Agreement executed on March 31, 2026, keeping the agreement in effect longer.

What consideration will Choco Up shareholders receive in the Plutus (PLUT) merger?

Choco Up equity holders are expected to receive a mixture of newly issued Class A ordinary shares and newly issued Class B ordinary shares of Plutus. This consideration is structured so the transaction is exempt from the registration requirements of the Securities Act of 1933, according to the agreement terms.

What conditions still apply to closing the Plutus (PLUT)–Choco Up merger?

Closing remains subject to several conditions, including Nasdaq approval. These conditions must be satisfied before the transaction can complete. The extension of the Outside Date to June 30, 2026 gives the parties more time to meet these requirements and finalize the merger if all conditions are achieved.

What document did Plutus (PLUT) attach to this 6-K filing?

Plutus attached the Second Amendment to the Agreement and Plan of Merger as Exhibit 10.1. This amendment formally changes the Outside Date under the Merger Agreement, extending the deadline for closing the acquisition of Choco Up Group Holdings Limited to June 30, 2026.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 EX-10.1 28.0 KB