IPO - Plutus Financial Group Ltd

Form Type: 424B4

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000149315225005069

Filing Summary: Plutus Financial Group Limited is conducting an initial public offering (IPO) of up to 3,780,000 Ordinary Shares, with 2,100,000 shares being sold by the company on a firm commitment underwriting basis and up to 1,680,000 shares being offered by selling stockholders. The offering price is set at $4.00 per share. The company is registered in the Cayman Islands and operates primarily in Hong Kong. Following the IPO, the company will have a total of 14,100,000 Ordinary Shares issued and outstanding. The company's founders will maintain significant control, owning approximately 73.2% of total voting power post-offering. The prospectus highlights risks involved due to regulatory uncertainties in Hong Kong and potential future government interventions affecting operations and share value. Furthermore, unique risks are presented by the company's organizational structure as a Cayman Islands holding company conducting operations in Hong Kong. Investors should be aware that this offering carries significant risks, including potential valuation depreciation.

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Form Type: 424B4

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000149315225005111

Filing Summary: Plutus Financial Group Limited is conducting a public offering of its Ordinary Shares, consisting of 1,680,000 shares to be sold by Selling Stockholders and 2,100,000 shares offered by the Company as part of its initial public offering (IPO). The IPO aims to list their shares on the Nasdaq Capital Market under the symbol 'PLUT' with an initial public offering price set at $4.00 per Ordinary Share. Plutus will not receive proceeds from the shares sold by the Selling Stockholders. The resale of the Selling Stockholder Ordinary Shares is contingent upon the successful completion of the IPO. The document outlines the structure of cash flows within the company and the regulatory environment regarding foreign investments in China, emphasizing the unique challenges and risks associated with its operations in Hong Kong and potential PRC government oversight. The Company is classified as an 'emerging growth company' under U.S. federal securities laws, eligible for reduced reporting requirements. There have been regulatory uncertainties that could affect the Company's operations and share value, and investors are cautioned about the risks associated with investing in its Ordinary Shares.

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Form Type: 8-A12B

Filing Date: 2025-02-04

Corporate Action: Ipo

Type: New

Accession Number: 000149315225004761

Filing Summary: Plutus Financial Group Limited is registering its ordinary shares with a par value of US$0.0001 per share on The Nasdaq Stock Market LLC under this form. This is conducted pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing references the prior registration statement on Form F-1 (File No. 333-276791) which details the securities being registered. No additional securities are to be registered under Section 12(g) of the Act, and no other exhibits are required as per the registration instructions. The registration was signed by Ting Kin Cheung, the Chief Executive Officer, on February 4, 2025.

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Form Type: CORRESP

Filing Date: 2025-01-30

Corporate Action: Ipo

Type: New

Accession Number: 000149315225004307

Filing Summary: Plutus Financial Group Limited is requesting an acceleration of the effectiveness of its Registration Statement on Form F-1, amended under File No. 333-276791. The company aims for this registration to become effective at 4:00 p.m. Eastern Time on February 4, 2025. The request signifies that the company acknowledges its responsibilities under the Securities Act regarding the proposed public offering of securities. The document emphasizes that even if the registration is declared effective, it does not exempt the company from responsibilities concerning the accuracy and disclosure adequacy of the filing. Additionally, the company cannot use comments from the staff or the declaration of effectiveness as a defense in any related legal proceedings initiated by the Commission or any parties under U.S. federal securities laws.

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Form Type: CORRESP

Filing Date: 2025-01-30

Corporate Action: Ipo

Type: New

Accession Number: 000149315225004312

Filing Summary: Plutus Financial Group Limited has submitted a request for acceleration of the effectiveness of their Registration Statement on Form F-1, relating to a public offering of ordinary shares. The request aims for the Registration Statement to be declared effective on February 4, 2025, at 4.00 p.m. Eastern Time. The underwriter, R.F. Lafferty & Co., Inc., has joined this request and confirms compliance with the relevant securities regulations, including distribution efforts for the preliminary prospectus and rules related to communication with participating dealers.

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Form Type: F-1/A

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225001675

Filing Summary: Plutus Financial Group Limited has filed an amended registration statement for its initial public offering (IPO) on January 10, 2025, under Registration No. 333-276791. The company's IPO will involve the sale of 2,100,000 Ordinary Shares, with additional resale options for selling stockholders of up to 1,680,000 shares. The expected price range for the shares is between US$4.00 and US$6.00. The typical underwriter compensation includes a 7% commission on sales, and all fees related to the resale of selling stockholder shares will be paid by Plutus. The company is structured as a Cayman Islands holding company and conducts operations through subsidiaries in Hong Kong, presenting specific regulatory risks related to Chinese law. The company’s founders will retain a significant voting power post-offering, owning approximately 73% of the shares. This document emphasizes the unique risks associated with the company's structure and operations, particularly concerning the PRC government's regulatory stance and its implications for investor rights.

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Form Type: F-1/A

Filing Date: 2024-12-23

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224051438

Filing Summary: Plutus Financial Group Limited is undergoing an initial public offering (IPO) of up to 3,780,000 Ordinary Shares, with 2,100,000 shares offered by the company and 1,680,000 shares available for resale by selling stockholders. The share price is expected to be between US$4.00 and US$6.00. This filing serves as an amendment to their registration statement, indicating that they are classified as an emerging growth company and are subject to reduced public company reporting requirements. The company has noted several risks associated with their structure as a holding company based in the Cayman Islands operating primarily in Hong Kong. Regulatory uncertainties from the PRC government regarding foreign investments and listings are highlighted as potential challenges. There has been a declaration of special dividends offsetting amounts due from major shareholders, but no actual funds have been distributed recently. The shares are intended to be listed on the Nasdaq Capital Market under the symbol 'PLUT'.

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Form Type: DRSLTR

Filing Date: 2023-09-14

Corporate Action: Ipo

Type: Update

Accession Number: 000149315223032697

Filing Summary: Plutus Financial Group Limited submitted Amendment No. 5 to its Draft Registration Statement on Form F-1, responding to comments made by the SEC regarding its disclosures. The filing includes updates on the location of its auditor, risk factors related to cash management policies, and implications of the Holding Foreign Companies Accountable Act, which has reduced non-inspection years. The Company clarified its margin financing activities, including historical losses and customer disputes. The amendments also touched on the implications of recent regulatory changes in China affecting overseas listings, requiring enhanced disclosures of legal risks. Further, the Company provided an extensive overview of its financial conditions and operations, including a cessation of fractional share trading services in 2023 and significant adjustments in accounting disclosures related to commissions and underwriting services. The registration statement has been amended to address discrepancies and additional information has been provided on various financial metrics and agreements with related parties.

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