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 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
As previously disclosed in our
reports on Form 6-K filed July 9, 2025, July 16, 2025, and August 8, 2025, Plutus Financial Group Limited, a Cayman Islands exempted company
with limited liability (“Plutus”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
by and between Plutus and Choco Up Group Holdings Limited, a Cayman Islands exempted company with limited liability (the “Choco
Up”).
Under the Merger Agreement,
Plutus will acquire all outstanding equity interests in Choco Up in exchange for a mixture of newly issued Class A ordinary shares of
Plutus and newly issued Class B ordinary shares of Plutus in a transaction exempt from the registration requirements under the Securities
Act of 1933. Closing of the Merger Agreement is subject to the satisfaction of certain closing conditions, including the review and approval
of required filings with Nasdaq.
Furnished herewith as Exhibit 99.1 to this Form 6-K
are the audited consolidated financial statements of Choco Up and its subsidiaries for the fiscal years ended December 31, 2024 and 2023.
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 29, 2025
EXHIBIT
INDEX
| Number |
|
Description
of Document |
| 99.1 |
|
Audited
Consolidated Financial Statements of Choco Up and its Subsidiaries for the Fiscal Years Ended December 31, 2024 and 2023 |
