Plutus (PLUT) advances Choco Up share-based merger with audited 2023–2024 financials

Rhea-AI Filing Summary

Plutus Financial Group Limited filed a report updating investors on its planned acquisition of Choco Up Group Holdings Limited. Under an existing Merger Agreement, Plutus will acquire all of Choco Up’s outstanding equity in exchange for newly issued Class A and Class B ordinary shares of Plutus in a transaction exempt from Securities Act registration.

The completion of the merger remains subject to closing conditions, including review and approval of required filings with Nasdaq. Plutus also provided additional transparency by furnishing as an exhibit the audited consolidated financial statements of Choco Up and its subsidiaries for the fiscal years ended December 31, 2024 and 2023.

Insights

Cross-border M&A and disclosure analyst

Plutus advances Choco Up merger by furnishing audited financials, with closing still conditional.

The report reiterates that Plutus Financial Group Limited has a Merger Agreement to acquire all equity interests of Choco Up using newly issued Class A and Class B ordinary shares. The share exchange is described as exempt from registration under the Securities Act, indicating reliance on a private or exempt structure rather than a public offering.

The update’s main new element is the furnishing of Choco Up’s audited consolidated financial statements for the fiscal years ended December 31, 2024 and December 31, 2023. This gives investors a more detailed view of the target’s historical performance as part of evaluating the combination, although the filing does not summarize those numbers in the excerpt.

Closing remains subject to specified conditions, including review and approval of required Nasdaq filings, so completion is not yet assured. Future company communications may clarify progress on these conditions and any timeline for finalizing the merger.

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

FAQ

What does Plutus Financial Group Limited (PLUT) disclose in this 6-K?

Plutus Financial Group Limited reports progress on its planned merger with Choco Up Group Holdings Limited. The company reiterates the share-for-equity acquisition structure and furnishes Choco Up’s audited consolidated financial statements for fiscal years 2024 and 2023 as an exhibit to the report.

How is Plutus (PLUT) structuring the acquisition of Choco Up?

Plutus plans to acquire all outstanding equity interests in Choco Up through a share exchange. Choco Up owners will receive newly issued Class A ordinary shares and Class B ordinary shares of Plutus in a transaction described as exempt from registration under the Securities Act of 1933.

Is the Plutus–Choco Up merger already completed?

The merger between Plutus and Choco Up is not yet completed. Closing is still subject to certain conditions, including the review and approval of required filings with Nasdaq, meaning the transaction remains pending until those conditions are satisfied.

What financial information about Choco Up does Plutus provide in this filing?

Plutus furnishes, as Exhibit 99.1, the audited consolidated financial statements of Choco Up and its subsidiaries. These cover the fiscal years ended December 31, 2024 and December 31, 2023, giving investors access to Choco Up’s historical financial information in more detail.

Why is the Plutus–Choco Up transaction exempt from Securities Act registration?

The filing states that the share exchange for the Choco Up acquisition will occur in a transaction exempt from the registration requirements of the Securities Act of 1933. It does not specify the exact exemption relied upon but clarifies that no public Securities Act registration is being used.

What prior disclosures has Plutus (PLUT) made about the Choco Up merger?

Plutus notes that the Merger Agreement with Choco Up was previously disclosed in Form 6-K reports filed on July 9, 2025, July 16, 2025, and August 8, 2025. This filing mainly adds Choco Up’s audited financial statements and reiterates key merger terms.