Plutus Financial Group (PLUT) pushes Choco Up merger Outside Date to March 31, 2026

Rhea-AI Filing Summary

Plutus Financial Group Limited has updated the timetable for its planned acquisition of Choco Up Group Holdings Limited. The company previously agreed to acquire all outstanding equity interests in Choco Up through a merger, paying with a mix of newly issued Class A and Class B ordinary shares in a transaction exempt from registration under the Securities Act of 1933.

The merger remains subject to closing conditions, including review and approval of required filings with Nasdaq. Under the original terms, the parties could terminate the agreement if the merger did not close by December 31, 2025, known as the Outside Date. On December 30, 2025, the parties signed an amendment extending this Outside Date to March 31, 2026, giving more time to satisfy the outstanding conditions and complete the transaction.

Insights

M&A and capital markets analyst

Plutus extends its merger deadline with Choco Up to March 31, 2026.

Plutus Financial Group Limited is pursuing a share-for-share acquisition of Choco Up Group Holdings Limited, offering a mix of newly issued Class A and Class B ordinary shares. The deal structure is described as exempt from registration under the Securities Act of 1933, which means the shares will not be registered in a public offering for this transaction.

The combination is still conditional, including review and approval of required filings with Nasdaq. Originally, either party could terminate the agreement if closing had not occurred by December 31, 2025. The new amendment shifts this Outside Date to March 31, 2026, indicating that certain closing steps remain in progress.

For investors, this extension keeps the merger pathway open rather than letting the agreement lapse at year-end. Actual completion will depend on fulfilling the specified closing conditions and obtaining the necessary Nasdaq-related approvals, and any further changes would likely be detailed in subsequent company communications or regulatory submissions.

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 December 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

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, and August 8, 2025, Plutus Financial Group Limited entered into an Agreement and Plan of Merger (the “Merger Agreement”) 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, 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. Closing of the Merger Agreement is subject to the satisfaction of certain closing conditions, including the review and approval of required filings with Nasdaq. 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”).

On December 30, 2025, the parties executed an Amendment to the Merger Agreement extending the Outside Date for the consummation of the transactions contemplated by the Merger Agreement to March 31, 2026. The Amendment 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: December 30, 2025

EXHIBIT INDEX

Exhibit No.		Description of Exhibits
10.1		Amendment to Agreement and Plan of Merger

FAQ

What did Plutus Financial Group Limited (PLUT) announce regarding its merger with Choco Up?

Plutus Financial Group Limited reported that it has amended its Agreement and Plan of Merger with Choco Up Group Holdings Limited to extend the Outside Date for completing the merger from December 31, 2025 to March 31, 2026.

How will Plutus Financial Group Limited pay for the acquisition of Choco Up?

Under the Merger Agreement, Plutus Financial Group Limited will acquire all outstanding equity interests in Choco Up in exchange for a mix of newly issued Class A ordinary shares and newly issued Class B ordinary shares, in a transaction exempt from the registration requirements of the Securities Act of 1933.

What conditions must be satisfied before the Plutus–Choco Up merger can close?

The closing of the merger is subject to certain closing conditions, which include the review and approval of required filings with Nasdaq, as specified in the Merger Agreement.

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

The amendment executed on December 30, 2025 extends the Outside Date for consummating the transactions under the Merger Agreement to March 31, 2026.

Can the Plutus–Choco Up Merger Agreement be terminated if the merger is not completed?

Section 9(b) of the Merger Agreement provides that the agreement may be terminated by the parties if the closing has not occurred by the Outside Date, which has now been extended to March 31, 2026.

What additional document was included with Plutus Financial Group Limited’s report?

The report includes as Exhibit 10.1 the Amendment to the Agreement and Plan of Merger, which formalizes the extension of the Outside Date.