Announcement • May 01
Plutus Financial Group Limited announced delayed 20-F filing On 04/30/2026, Plutus Financial Group Limited announced that they will be unable to file their next 20-F by the deadline required by the SEC. Reported Earnings • Dec 31
Second quarter 2025 earnings released: HK$0.78 loss per share (vs HK$0.16 loss in 2Q 2024) Second quarter 2025 results: HK$0.78 loss per share (further deteriorated from HK$0.16 loss in 2Q 2024). Net loss: HK$11.4m (loss widened HK$9.48m from 2Q 2024). Announcement • Jul 10
Choco Up Group Holdings Limited entered into a definitive Agreement and Plan of Merger to acquire Plutus Financial Group Limited (NasdaqCM:PLUT) in a reverse merger transaction for $85 million. Choco Up Group Holdings Limited entered into a definitive Agreement and Plan of Merger to acquire Plutus Financial Group Limited (NasdaqCM:PLUT) in a reverse merger transaction for $85 million on July 9, 2025. The Merger values Plutus at an equity value at $30.7 million on a fully-diluted basis, and values Choco Up at an equity value at $85 million on a fully-diluted basis. Upon the effective time of the Merger (the “Effective Time”), all of the issued and outstanding equity of Choco Up will be exchange for 37,043,500 of the Class A Ordinary Shares and 5,456,500 Class B Ordinary Shares. As part of consideration, an undisclosed value is paid towards Class A Ordinary Shares common equity and an undisclosed value is paid towards common equity of Plutus Financial Group Limited. Upon completion of the Merger, the Choco Up shareholders and Plutus shareholders, in each case, immediately prior to the Merger, will own approximately 73.46% and 26.54%, respectively, of the outstanding shares of the combined company, or 74.68% and 25.32% voting power, respectively. Upon the Effective Time, Plutus will be renamed Choco Up International Holdings Limited.
The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Merger and related matters by the respective shareholders of Plutus and Choco Up, (ii) any regulatory approvals as described in the Merger Agreement by Plutus and Choco Up, (iii) no provision of any applicable legal requirement prohibiting, enjoining, restricting or making illegal the consummation of the Merger to be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the Merger to be in effect, (iv) approval of the listing application submitted to Nasdaq by Plutus with regard to the New Class A Shares; and (v) no stop order, general suspension or material limitation of trading in the Plutus Ordinary Shares imposed or threatened by the SEC or Nasdaq. The board of directors of Plutus and Choco Up has unanimously approved the transaction. The Merger Agreement provides for a long-stop date if the Merger is not completed by December 31, 2025.
The Crone Law Group acted as legal advisor for Plutus Financial Group Limited. Denise Shiu of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisor for Choco Up Group Holdings Limited. 
