Plutus Financial Group Limited has appointed Onestop Assurance PAC as its new independent registered public accounting firm, effective February 27, 2026. The Board and Audit Committee approved this change to align audit oversight with the company’s pending merger plans with Choco Up Group Holdings Limited, as both entities will use the same auditor.
On the same date, the Audit Committee dismissed WWC P.C. as auditor. WWC’s reports on the company’s 2023 and 2024 financial statements contained no adverse or qualified opinions, and there were no disagreements or reportable events through February 27, 2026. WWC has provided a confirming letter filed as Exhibit 16.1.
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.
Plutus Financial Group Limited has released additional unaudited pro forma condensed combined financial information for its proposed merger with Choco Up Group Holdings Limited. This information illustrates how the combined business would have looked financially as of March 31, 2025 and for the year ended December 31, 2024.
On a pro forma basis, the combined company’s total shareholders’ equity as of March 31, 2025 was approximately US$31.1 million. For the year ended December 31, 2024, it recorded a pro forma net loss and total comprehensive loss of about US$3.4 million, and had net tangible assets of roughly US$4.5 million as of that date. Detailed schedules are contained in Exhibit 99.1.
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.