Plutus Financial Group Ltd
For the period ended Sep 29, 2025. Filed Sep 29, 2025.
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Sep 29, 2025 · Filed Sep 29, 2025
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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.
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